12-0821_CBRE, INC._Personal Services Agreement32400 PASEO AOELAMO
SAN JUAN CAPISTRANO. CA 92675
(949) 4931171
(949) 4931053 Fax
Ww KsanJuancapstranoxrg
TRANSMITTAL
TO:
CBRE, Inc.
3501 Jamboree Road, Suite 100
Newport Beach, CA 92660
Attn: Jeff Moore
DATE: August 28, 2012
FROM: Maria Morris, City Clerk (949) 443-6309
MEMBERS OF THE cm COUNCIL
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SAM AUPVATO
IAURAFREESE
LARRY KRAMER
DEREK REEVE
JONNTAYLOR
RE: Personal Services Agreement — Real Estate Broker Services — Lot 217
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreement. If you have questions related to insurance requirements, please call Christy
Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Executive
Services Manager at (949) 443-6317.
Enclosed is an original agreement for your records.
Cc: Cathy Salcedo, Executive Services Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
Co P-,., o,SO%-111. uow,
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 21st
day of August, 2012, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and CBRE, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to retain Real Estate Broker Services; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by CBRE, Inc. as exclusive broker shall
consist of those tasks as set forth in Consultant's proposal, Exhibit "A," attached and
incorporated herein by reference. To the extent that there are any conflicts between the
provisions described in Exhibit "A" and those provisions contained within this
Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and
all services required hereunder shall be completed, no later than February 21, 2013,
subject to Section 15.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed as set
forth in Exhibit "A."
3.2 Method of Payment.
Subject to Section 3.1, Fees shall be paid from sale proceeds, as set forth
in Exhibit "A."
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of the City, and shall obtain no rights to any benefits which
accrue to Agency's employees.
Section 5. Limitations Upon Subcontractina and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to the City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Chanaes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
E
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Reserved.
Section 12. Reserved.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the gross negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
gross negligence, recklessness and/or wrongful conduct of the City, or any of its
elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
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risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Workers' Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insured as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
14.5 Reserved
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
4
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
fifteen (15) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn.: City Manager
To Consultant: Jeff Moore
CBRE, Inc.
3501 Jamboree Road, Suite 100
Newport Beach, CA 92660
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
4
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF N JUAN CAPISTRANO
By.
Larry Kranidir, Mayor
CONSULTANT
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ATTEST:
Mark(Morris, ity lerk
APPROVED AS TO FORM:
CBRE J PROPOSAL TO CITY OF SAN IUAN CAPISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and
Compensation
City of Reno
In June of 2011, we presented a strategic plan to the City Council in Reno, Nevada involving 1 million
square feet of properties. The plan was immediately adopted by the Council after 7 months of data
collection and analysis by the CBRE team led by Mr. McShea. The City is currently beginning the
implementation process. The strategic plan addressed location of city services, space utilization, facilities
management processes and costs, cost allocation, leasing processes, internal organizational structure and
reporting processes. Currently, CBRE is representing the City in multiple disposition assignments that were
recommended in the Strategic Plan — most recently, CBRE marketed a unique asset to 1800 developers,
investors, and end users across the Western USA. As a result, 35 developers attended the pre-bid
conference and we are anticipating a number of feasible, competitive proposals in August of 2012.
Reference:
John Flansberg - Director of Public Works - P.O. Box 1900 - Reno, NV 89505 - 775-334-2211
PUBLIC SECTOR EXPERIENCE
CBRE is the national leader in representing public sector entities. CBRE's Public Institutions and Education
Solutions group (PIES) is a national division of the company with that works to formulate and implement
real estate strategies on behalf of federal, state, county, city and educational institutions. PIES is comprised
of professionals with specialized government expertise who deliver the full spectrum of our real estate
services. We have been nationally recognized for our creative solutions that satisfy the many stakeholders
with interests in public -sector real estate. Our specialty practice areas include alternative financing for
public projects, strategic planning and portfolio optimization and public-private partnerships.
TEAM'S LOCAL DEVELOPMENT COMMUNITY CONNECTIVITY:
CBRE's proposed Team has a strong relationship with the following developers in the region through prior
experience on projects.
•
Ponattoni
•
Kilroy
r Development
•
Crown Real
•
Milan Properties
acific Develo ment Com an•
WCB
•
EOP
[jer
ePro erties
•
Hillman Pro erties
•
Hutton Associates
nlaw Development Corporation
•
UBS
•
Mass Mutual
•
Cornerstone Real Estate Advisers
•
Hudson Capital
•
Arden
•
TA Associates
•
LBA
•
Abbey Co
•
Lincoln Properties
•
RREEF
•
Maguire Development
•
LNR
•
Catellus
•
CBREI
•
Legacy Partners
•
Davis Development
•
ING
•
Birtcher Anderson Real
COMPENSATION - DISPOSITION OF CITY PROPERTY BY LEASE AND/OR SALE
CBRE proposes the following fee structure for disposition services. $0 to 5 million in total sales price:
Broker's commission shall be 3% of the gross sales price, and increased by 2% (for a total of 5%) in the
event the Buyer is represented by a broker other than the listing team, which includes other CBRE brokers.
$5 million or more in total sales price: Broker's commission shall be 2% of the gross sales price, and
increased by 2% (4% in total) in the event the Buyer is represented by a broker other than the listing team,
which includes other CBRE brokers. Fees shall be paid by third -parties with whom the City may conclude a
transaction, or funded through the transaction (sale proceeds), so as to eliminate the City's out-of-pocket
costs.
CBRE
EXHIBIT A
CBRE J PROPOSAL TO CITY OF SAN JUAN CAPISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and
Compensation -
City of Reno
In June of 2011, we presented a strategic plan to the City Council in Reno, Nevada involving 1 million
square feet of properties. The plan was immediately adopted by the Council after 7 months of data
collection and analysis by the CBRE team led by Mr. McShea. The City is currently beginning the
implementation process. The strategic plan addressed location of city services, space utilization, facilities
management processes and costs, cost allocation, leasing processes, internal organizational structure and
reporting processes. Currently, CBRE is representing the City in multiple disposition assignments that were
recommended in the Strategic Plan — most recently, CBRE marketed a unique asset to 1800 developers,
investors, and end users across the Western USA. As a result, 35 developers attended the pre-bid
conference and we are anticipating a number of feasible, competitive proposals in August of 2012.
Reference:
John Flonsberg - Director of Public Works - P.O. Box 1900 - Reno, NV 89505 - 775-334-2211
PUBLIC SECTOR EXPERIENCE
CBRE is the national leader in representing public sector entities. CBRE's Public Institutions and Education
Solutions group (PIES) is a national division of the company with that works to formulate and implement
real estate strategies on behalf of federal, state, county, city and educational institutions. PIES is comprised
of professionals with specialized government expertise who deliver the full spectrum of our real estate
services. We have been nationally recognized for our creative solutions that satisfy the many stakeholders
with interests in public -sector real estate. Our specialty practice areas include alternative financing for
public projects, strategic planning and portfolio optimization and public-private partnerships.
TEAM'S LOCAL DEVELOPMENT COMMUNITY CONNECTIVITY:
CBRE's proposed Team has a strong relationship with the following developers in the region through prior
experience on projects.
•
Panationi
•
Kilroy
Birtcher Development
•
Crown Real
•
Milan Properties
•
Transpacific Development Company
•
WCB
•
EOP
.
Spieker Properties
•
Hillman Properties
•
Hutton Associates
•
Greenlow Development Corporation
•
UBS
•
Mass Mutual
•
Cornerstone Real Estate Advisers
•
Hudson Capitol
•
Arden
•
TA Associates
•
LBA
•
AbbeyCo
•
Lincoln Properties
•
RREEF
•
Maguire Development
•
LNR
•
Catellus
•
CBREI
•
Legacy Partners
•
Davis Development
•
ING
•
Birtcher Anderson Real
COMPENSATION - DISPOSITION OF CITY PROPERTY BY LEASE AND/OR SALE
CBRE proposes the following fee structure for disposition services. $0 to 5 million in total sales price:
Broker's commission shall be 3% of the gross sales price, and increased by 2% (for a total of 5%) in the
event the Buyer is represented by a broker other than the listing team, which includes other CBRE brokers.
$5 million or more in total sales price: Broker's commission shall be 2% of the gross sales price, and
increased by 2°% (4°% in total) in the event the Buyer is represented by a broker other than the listing team,
which includes other CBRE brokers. Fees shall be paid by third -parties with whom the City may conclude a
transaction, or funded through the transaction (sale proceeds), so as to eliminate the City's out-of-pocket
costs.
CBRE
EXHIBIT A
8/21/2012
City of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and City Council Members
FROM: Mayor Pro Tem John Taylor
Council Member Sam Allev //��
Karen P. Brust, City Ma`IJ
Prepared by: Cathy Sal ecutive Services Manager6
DATE: August 21, 2012
SUBJECT: Consideration of an Agreement for Provision of Real Estate Broker
Services for Lot 217 (Parcel No. 650-592-02) (CBRE, Inc.)
RECOMMENDATION:
By motion, approve the Agreement for provision of real estate broker services with
CBRE, Inc. to commence on August 22, 2012, and remain in effect for a period of six (6)
months.
EXECUTIVE SUMMARY:
The City of San Juan Capistrano desires to contract with a professional real estate
brokerage firm in order to conduct the sale of Lot 217 (Parcel No. 650-592-02)
consisting of approximately 3.4 acres, located along the west side of Rancho Viejo
Road, between Rancho Viejo Road and Interstate 5 and northwest of the intersection of
Rancho Viejo Road and Golf Club Drive. Proposals from six professional real estate
brokerage firms were recently solicited by staff via a Request For Qualifications (RFQ)
released on July 20, 2012.
The City Council Real -Property Subcommittee with the City Manager interviewed six
brokerage firms on August 8, 2012, and recommends entering into an Agreement for
Provision of Real Estate Services with CBRE, Inc.
DISCUSSION/ANALYSIS:
To ensure the City receives competitive real estate broker services, staff solicited
proposals via an RFQ process. A total of six proposals were received including CBRE,
Inc., Jones Lang LaSalle, Lee and Associates, Strategic Retail Advisors (SRA), Tierra
West Advisors, and Voit. The City Council Real -Property Subcommittee, consisting of
Mayor Pro Tem John Taylor and City Council Member Sam Allevato with the City
Manager, reviewed the proposals and interviewed each firm's representatives. After
careful consideration of the firm's experience and proposed marketing approach, the
Subcommittee is recommending CBRE, Inc. to represent the City in the sale of Lot 217.
City Council Agenda Report
August 21, 2012
Page 2 of 2
The Agreement with CBRE, Inc. will commence on August 22, 2012, and remain in
effect for six months. CBRE, Inc. will serve as the primary brokerage firm and Rick
Warner, Senior Vice President, will serve as the primary contact and team leader for the
listing. Mr. Warner and his team are well qualified for the position as described in the
CBRE, Inc., proposal (Attachment 1).
FISCAL IMPACT:
The Agreement compensates CBRE, Inc. 3% of the gross sales price if $0 to $5 million
in total sales price, and increased by 2% (for a total of 5%) in the event the buyer is
represented by a broker other than the listing team, which includes other CBRE brokers.
If the total sales price is $5 million or more, the broker's commission shall be 2% of the
gross sales price, and increased by 2% (4% total) in the event the buyer is represented
by a broker other than the listing team, which includes other CBRE brokers (Attachment
2).
ENVIRONMENTAL IMPACT:
Not applicable.
PRIOR CITY COUNCIL REVIEW:
Not applicable.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Jeff Moore, CBRE, Inc.
David Whitney, Lee and Associates
Gregory Puccinelli, Jones Lang LaSalle
Jeff Reenders, Strategic Retail Advisors
John Yonai, Tierra West Advisors
Tim Walker, Voit
ATTACHMENT(S):
Attachment 1 - Proposal and Statement of Qualifications
Attachment 2 - Agreement for Real Estate Broker Services
A Proposal to Provide Real Estate Broker
Services to the City of San Juan Capistrano
RFQ for the Sale of the City -Owned
Property at Rancho Viejo Road & Golf Club
Drive
August 3, 2012
Submitted by:
Jeff Moore
Senior Managing Director
CBRE, Inc.
T 949.725.8600
F 949.725.8628
jeff.moore@cbre.com
3501 Jamboree Road, Suite
100
Newport Beach, CA 92660
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ATTACHMENT 1
CONTENTS
CoverLetter...........................................................1
Qualifications........................................................3
References.............................................................8
Commission Structure............................................9
Insurance Coverage ............................................
10
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(BREI PROPOSAL TOCITYOF SAN BAN(APigRANO FOR REAL ESTATE BROKER SERVICES
'ii
Introductory Letter
3501 Jamboree Road, Suite 100
Newport Beach, CA 92660
Dear Ms. Salcedo,
On behalf of the project team representing CBRE, Inc. (CBRE), I am pleased to submit this response to the
City of San Juan Capistrano (the "City") regarding Real Estate Brokerage Services.
We understand that hiring a real estate partner is a weighty decision, particularly for municipalities who
must manage a diverse range of needs from constituents, City departments and other stakeholders. CBRE
believes that our vast resources, public sector track record, proven best practices and leadership talent offer
a reliable, transparent, and market -tested approach that supports City operations and benefits taxpayers.
We have served as a partner for numerous public -sector clients, including Orange County, San Diego,
Roseville, Reno, Sacramento, and the State of California, and are guided by the principle of supporting the
responsible stewardship of public real estate. By partnering with CBRE, the City will have access to the
commercial real estate industry's largest network, most advanced resources and service platform, and
unparalleled market data, research, and analysis — all of which will help the City make informed real estate
decisions in support of its real estate goals and vision.
For this assignment, CBRE is combining resources from its Orange County team, which has strong
knowledge of the local market, and its Washington D.C.-based Public Institutions and Education Solution
Group (PIES) group, which has extensive experience performing real estate services on behalf of cities
around the country. This integrated team of experts will ensure City representatives have access to the best
personnel and resources to assist them in marketing this asset globally.
Our ability to deliver solutions while embracing various stakeholders differentiates CBRE and provides
significant value to our clients.
Project Team Summary
Working with the City to support its real estate goals is extremely important to us and we would be
privileged to serve as its partner. To that end, we have assembled a deep, talented team to serve the City.
■ Rick Warner, Team Leader & Primary Contact. Rick Warner is a Senior Vice President with CBRE who
has become a preeminent broker in the greater Orange County market area during his 30 year career.
His ability to find new solutions to complex problems has enabled him to sell or lease over 35 million
SF totaling over $5 billion. His determination to exceed his clients' expectations has enabled his team
to become the top ranked office team throughout the greater O.C. market area.
■ Jim Penner, Team Member. Jim is a member of Rick Warner's team and a Senior Associate in Orange
County, focusing on the sale and development of office properties. With over 10 years of commercial
real estate experience, Jim has negotiated sale transactions and overseen construction of commercial
projects valued at more than $130 million. Jim's involvement included negotiating planned unit
developments, zoning changes and conducting targeted searches for corporate office purchases,
leasing and relocations.
■ Jeff Moore, Senior Managing Director. As the Senior Managing Director overseeing the Orange County
Region — a role he took over in 2007 — Jeff is responsible overseeing operations, business development
and client relations for all lines of business in the Orange County offices, which together include 95
CBRE
JEFF MOORE
Ms. Cathy Salcedo
SENIOR MANAGING DIRECTOR
Executive Services Manager
CBRE, INC.
City of San Juan Capistrano
T 949.725.8600
32400 Paseo Adelanto
F 949.725.8628
1EFF.MOORE@CBRE.COM
San Juan Capistrano, CA 92675
3501 Jamboree Road, Suite 100
Newport Beach, CA 92660
Dear Ms. Salcedo,
On behalf of the project team representing CBRE, Inc. (CBRE), I am pleased to submit this response to the
City of San Juan Capistrano (the "City") regarding Real Estate Brokerage Services.
We understand that hiring a real estate partner is a weighty decision, particularly for municipalities who
must manage a diverse range of needs from constituents, City departments and other stakeholders. CBRE
believes that our vast resources, public sector track record, proven best practices and leadership talent offer
a reliable, transparent, and market -tested approach that supports City operations and benefits taxpayers.
We have served as a partner for numerous public -sector clients, including Orange County, San Diego,
Roseville, Reno, Sacramento, and the State of California, and are guided by the principle of supporting the
responsible stewardship of public real estate. By partnering with CBRE, the City will have access to the
commercial real estate industry's largest network, most advanced resources and service platform, and
unparalleled market data, research, and analysis — all of which will help the City make informed real estate
decisions in support of its real estate goals and vision.
For this assignment, CBRE is combining resources from its Orange County team, which has strong
knowledge of the local market, and its Washington D.C.-based Public Institutions and Education Solution
Group (PIES) group, which has extensive experience performing real estate services on behalf of cities
around the country. This integrated team of experts will ensure City representatives have access to the best
personnel and resources to assist them in marketing this asset globally.
Our ability to deliver solutions while embracing various stakeholders differentiates CBRE and provides
significant value to our clients.
Project Team Summary
Working with the City to support its real estate goals is extremely important to us and we would be
privileged to serve as its partner. To that end, we have assembled a deep, talented team to serve the City.
■ Rick Warner, Team Leader & Primary Contact. Rick Warner is a Senior Vice President with CBRE who
has become a preeminent broker in the greater Orange County market area during his 30 year career.
His ability to find new solutions to complex problems has enabled him to sell or lease over 35 million
SF totaling over $5 billion. His determination to exceed his clients' expectations has enabled his team
to become the top ranked office team throughout the greater O.C. market area.
■ Jim Penner, Team Member. Jim is a member of Rick Warner's team and a Senior Associate in Orange
County, focusing on the sale and development of office properties. With over 10 years of commercial
real estate experience, Jim has negotiated sale transactions and overseen construction of commercial
projects valued at more than $130 million. Jim's involvement included negotiating planned unit
developments, zoning changes and conducting targeted searches for corporate office purchases,
leasing and relocations.
■ Jeff Moore, Senior Managing Director. As the Senior Managing Director overseeing the Orange County
Region — a role he took over in 2007 — Jeff is responsible overseeing operations, business development
and client relations for all lines of business in the Orange County offices, which together include 95
CBRE
®REI PROPOSAL TO CITY NE SAN BAN CAPISTRANO FOR REAL ESTATE BROKER SERVICES
�7
Introductory Letter
sales and leasing professionals, as well as fully -staffed Property Management, Project Management,
Appraisal and Debt & Equity Finance groups.
■ Michael McShea, Executive Vice President (Public Institutions). Mr. McShea is the co-founder of CBRE's
Public Institutions & Education Solutions Group, which is a team of commercial real estate professionals
specifically dedicated to serving the interests of public agencies and affiliated institutions. Mr. McShea
is currently engaged in some of the most high-profile assignments in the public sector, including work
being performed on behalf of the Cities of Indianapolis, Reno, Sacramento, Roseville, and Orange
County. Mr. McShea's past experience performing similar work with cities includes San Diego, Tulsa,
New York, and the District of Columbia; he will support the local team with knowledge of best practices
that other cities are utilizing in successful dispositions.
■ Supporting Resources. CBRE's local offices in the Orange County area house over 300 professionals
and offer a full range of real estate services to serve the needs of the City.
Proposed Service Delivery
Due to their strong local market knowledge and track record in land disposition, and their strong
connections to the local developer community, Mr. Warner and Mr. Penner will serve as the lead brokers
on this assignment. Mr. Moore and Mr. McShea stand by to deploy additional resources as necessary.
CBRE's local offices are the leading commercial real estate service provider in Orange County. We offer a
full range of real estate services including brokerage, asset services, mortgage banking, valuation services,
project management and lease administration. We provide our clients with state-of-the-art technology, the
latest GIS mapping capabilities, web marketing, superior information and graphic design services, and an
in-house production center.
We recommend a managed bid process on this transaction for speed and certainty of execution.
RFQ Evaluation
We do not observe any issues with the proposed scope of services, nor is our team encumbered by any
current assignments in such a way that it would hinder their ability to perform for the City.
Conclusion
The City's real estate goals are important to us and are a natural extension of our deep roots in the region.
Our local offices have been the leading commercial real estate service provider in the region for many
years and our office is staffed by professionals who not only know the market but also call it home. We
have been proud to serve the region since 1952 and hold the largest market share out of all commercial
real estate firms in the region.
We are confident in our ability to generate significant value to the City, and we look forward to an
opportunity to further clarify our services in an oral presentation if and when appropriate. Thank you for
the opportunity to present our qualifications and we appreciate your consideration.
NorManaging
Director, Orange County
X _12
ORII PROPOSAETO(IIf OF SAN JIFANWISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and ST
Compensation
APPROACH TO PROJECT
CBRE is committed to positioning City property creatively in the marketplace. We analyze the property and
marketplace in order to implement an aggressive marketing strategy and create excitement and motivation
in the buying market, something especially important during unpredictable market cycles when many
buyers sit on the sidelines. CBRE's marketing campaigns create visibility on a local, national or global
scale, and we consequently successfully close transactions, even on assets that have proven difficult to sell.
We believe that this asset will be sold either by traditional brokerage methods or by auction.
Single Asset Disposition marketing programs are designed to sell individual assets to either users or
investors, or as joint venture developments (public-private partnerships). When selecting this method over
Auction Services (as outlined below), the asset typically has one of two characteristics: 1) The asset will
realize maximum interest from prospective local, regional or national purchasers to allow the local CBRE
marketing team to leverage the competitive playing field of purchasers into higher values for the City, or 2)
The asset is such a unique special-purpose facility or is located in o depressed or remote market that the
project will require a targeted approach focused on the few logical types of users. A successful marketing
campaign starts with our ability to assemble local professionals with regional, industry and investment
expertise who can evaluate and implement the appropriate disposition strategy for the asset and the City.
■ CBRE will develop and distribute dynamic marketing material to potential investors, developers, owner
users, and other interested parties. These marketing materials will include brochures, websites,
mailings, email blasts, and flyers. CBRE will also develop appropriate materials, and may develop
other specialty marketing campaigns. CBRE maintains an in-house marketing group that can be
utilized to develop these materials at no cost to the City. CBRE will respond to all inquiries that arise as
a result of the procurement cycle.
■ CBRE will proactively call on and meet with potential investors, developers and owner users in directly
marketing the property. Brokers will accompany all potential purchasers on site visits and respond to all
inquiries regarding the property.
■ CBRE will negotiate and document all business terms after thorough consultation with the City. Our
team will facilitate due diligence; negotiate and execute purchases, sales or subleases; and will assist
with closing.
Managed Bid Process: Since speed -to -market and certainty of sale are the top priorities for the sale of this
property, our team will successfully maximize value for the City within the shortest possible timeframe. The
benefits of this approach includes speed and certainty of sale, maximization of asset value, date certainty,
"As -is," "where -is" sale with no contingencies, aggressive marketing, and a 99.9% closing rate.
Managed Bid Time Frame: We will work with the City to finalize the schedule upon further discussion to
allow for a 6 month marketing approach. The team has successfully managed the sale of numerous assets
with this approach and is highly effective within a fixed marketing period.
Firm Information/History
CBRE has provided commercial real estate services since 1906. The firm is a Fortune 500 and S&P 500
company and is the world's largest, full-service, commercial real estate services provider with expertise in
all phases of the real estate cycle. Our strength lies in our complement of highly -skilled professionals,
business platforms and our collaborative, multi -disciplined approach. We have over 34,000 employees
A �_
v
(BRE] PROPOSAL IO CITY OF SAN JUAN
SERVICES
Qualifications, References, and ,
Compensation �,
and approximately 450 offices. That platform is reflected in the response to this proposal by assembling a
team that has public sector, land, development, and investment advisory experience for the City.
In late 2006, CBRE merged with Trammell Crow Company to create a real estate services firm with
unprecedented scale, scope and service offerings. The combination of these two market -leading firms
leveraged the complementary strengths and skills of the two organizations. CBRE now possesses the most
comprehensive service offering, broadest geographic reach, sharpest market intelligence and brightest
talent in the industry. CBRE provides enterprise real estate services and maintains more than 300 long-term
contracts with corporate, healthcare, and government organizations—including contracts with 85% of the
Fortune 100.
CBRE has earned numerous awards for its leadership in the commercial real estate services industry,
including the recent awards and accolades below. For more information on our firm experience, please
visit our website at www.cbre.com.
Office Locations
CBRE's project team will be based out of our Newport Beach and Orange County Central offices. Mike
McShea has a national practice as the leader of our public sector team and is based out of Washington,
DC.
Orange County – part of CBRE's Greater Los Angeles/Orange County Region – is, by all accounts, one of
the most dynamic commercial real estate markets in the country. Since establishing its first office in Orange
County in 1961 – 50 years ago - CBRE has consistently been ranked as the largest commercial real estate
services provider in the market, and is the only real estate services provider in the region that can deliver a
comprehensive service offering to owners, investors and users of commercial real estate in the region.
With two offices and more than 350 employees, CBRE's Orange County market delivers every service in
the firm's unmatched global services platform. The Newport Beach flagship office houses every line of
business under one roof, including Brokerage, Investment Properties, Property Management, Project
Management, Valuation and Appraisal, Debt & Equity Finance, Financial Consulting and Healthcare
Services, facilitating the delivery of integrated strategy and execution for any assignment, at any time.
Office addresses:
Orange County Central Office
1100 Town & Country Rd.
Suite 1200
Orange, CA 92868
714.371.9200
Newport Beach Office
3501 Jamboree Rd.
Suite 100
Newport Beach, CA 92660
949.725.8500
Washington DC Office
750 9" ST NW,
Suite 900
Washington, DC 20001
202.585.5676
CBRE
(BREI PROPOSA(TOCITY OF SAN JUAN(APISIRANO FOR REAI ESTATE BROKER SERVICES
Qualifications, References, and ^,
Compensation
PROFESSIONAL PROFILE
-
Rrdr Warner iso cHnarvc lean plairei has lxnan, o preernment lard in lhegrwer amge
County mvka area, during his 30 yeartoner. 1ks al,dityto find nen sduiou td cimo.
prddarrs hen wadM him toadl mlease wer 35 mllim SFmming werS56illian. His
determination to succeed and mnrrvlment towed his diedS epeadims has enabled his team
io bmme the top ranked dfim team throughout the greater O. C. morktl area.
He has re goomied and arrideed agn.f.t ourpode asigwmwle for sum mmpalies as, ATAIT,
Xero: Copordi on, Hone Depd, Side Cargenmlian brourat Fund, Lm Mgdes County Cffim
of Mutation, The Boring Caporm on, G imm Business Cmrrwniadim, Mi Land:, Yarwho,
General Bean, South Orange County Camvun0y College Clend, Nbwsm, Fri
Insurance and Washinglm Mood (nor - Chose).
Ihaddnim,hehce armegioallyrepreswhtedsochlmdods as Poll Cronn Realty, WC8,
RICKEYM. WARNER
Hllman Prapmim, Canwuwe Red E9de Advi ,Mas Mutual, L&. RREEF, KelrW, Tmnspaofia
Fray.. V��:e Fr<:id�w
Developmwl Company, Milan Proodiies,MP, Spielrw PrcpMiss, Mde:, Abboy Co, Maguire
i 00665]89
Qcnge Cool, C.I.Io o
Deselagmerl, Cashus, CBREI, Danis Development,ING,UBS, Legacy Partners, Union Propenes,
TAAsoddes, Holm Asodma, Ni Dwdopmert, LNR and Hudson Capital.
n dcwarr.erlg'<bra.mm
Ridr is a Nmi Crap leader and has assted numerms oxnmunity, atiowaNe and nm-profil
T: 714.371.9250
organimlims offer the years induding bring&ream Mino1q, Open Doo-., Calvary Chapel,
F:]14.3]1.9333
Soddlebodr Ohurdh,Vneyad and Rawhide Chmdres. He has served as a board member of YMCA
and board dmir of Santa Ma Chamber d Conmer<e, Young Gfe and the Pilary Club. He.
CBRE, Inc.
CARE, Ire.cwn
alsolhe parent organizer d the CalvoryChapd High Shod soiling team and has doomed high
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sal wrealing d Villa Park High Srhod. He -it his vnfe I been small group annilryleades
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far war 30 years and he ammlsaves as saas .member of the boats d Tm9ees fo Saddl ebodr
Suite 1200
Qhnge, 0492868
Church In Lake Forest, Cdihania.
Rids marred Dana in 1979. They are blessed to hi 3 sons, a daugIve.iMav, and three
MKVICES OFFERED
grandituddrer.
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SIGNIFICANT CORPORATE SERVICE ASSIGNMENTS
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EDUCATION
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CBRE
M
CBREI PROPOSAL TO CITY OF SAN JUAN CAPISTRANO FOR REAL ESTATE BROKER SERWCES
Qualifications, References, and
Compensation
1
Jim Penner is a Senior Associate with CBRE in the Orange office. He focuses on
the sale and development of office properties in the orange county market. With
over 10 years of commercial real estate experience as a principal, Jim has
negotiated sale transactions and overseen construction of projects valued of more
than $130 million. Jim's involvement included negotiating planned unit
developments, zoning changes and conducting targeted searches for corporate
leasing and relocations.
.i 11T f Ffi 1;C7 [�#i4Ji4;i3.'
— Acquisitions
Prior to joining CBRE, Jim was the CEO and Board Member of a major Orange
County based World -Wide ministry. He was responsible for budgets in excess of
JIM PENNER
$30 million annually and staffing over 100 employees. Jim also brings experience
Senior Assaiate
from his time as the Executive Producer of an major international ministry
T: 714.371.9351
headquartered in San Diego CA, where he budgeted $5 million annually to build
F: 714.371.9333
the program from the ground up. In addition to his production work, Jim served
jim.penna r@cbie.com
as an account manager for a financial services firm.
Through his extensive background, Jim understands the depth of what it takes to
license Number 01849041
win and retain clients, serve the public interest, negotiate with both corporate and
public officials, and the day-to-day functions of running a successful business.
.i 11T f Ffi 1;C7 [�#i4Ji4;i3.'
— Acquisitions
SIGNIFICANT TRANSACTIONS
— Dispositions
project
Year
Value
— leasing
— Astetvalumion
■ Value Add, Office/Production
1998
$1.8 Million
— Asset Repositioning
Studio
StuStudioCA
— Build -no -Suit Requitemanls
Leasingng
- Tenant Renovation
1998-1999
$1 Million
on Sp
Consul—
— on Spaioli:ed
- Sale
2005
$3.5 Million
RONJI Estate
Real
a Value add Multi -Family
Purchase 1999
$5.1 Million
dnote
— Financing
Development site within
Sale 2005
$12.2 Million
— Complex
Anaheim's "Platinum Triangle"
Financial Analysis
■ Assisted Living Development,
Sale 2010
$20 Million
Conference Center, Land sole
173 Acres, Son Juan Capistrano
■ Crystal Cathedral
Sale 2012
$57 Million
Garden Grove CA
■ New Construction:
2001-2003
$31.5 Million
Richard Meier designed
World Class Museum,
Visistors Center
Garden Grove CA
EDUCATION
University of Denver, Bachelor of Science Degree in Finance / Real Estate
California State University, Master of Business Administration
CBRE
u
CBREI PROPOSAL TO Try OF SAN MANCAPtSTRANO FOR REAL ESTATE BROKER SFRVICFS
Qualifications, References, and
Compensation
MICHAEL B. MCSHEA
Executive Vice President
added wsheo@tbio.com
T: 202.585.5775
F: 202.783.1723
C: 202.66M580
REPRESENTATIVE CLIENTS:
— State of Alabama
— State of Florida
— State of Michigan
— State of New York
— District of Columbia
— Cuyahoga County
— Foidox County
— Main County
— City of San Diego
— City of Tulsa
AWARDS
• Lated Stares Conference of
Mayors Ournea ing Achievement
in Public Private Partnership, City
of Tulsa, Cary HDII Acqu6ifion
■ develond BusinessJoumal
Traearth n of the Year, Cuyahoga
County Administration Building
■ National Association of State
Facility Administrators OuNmoding
Achievement Award, Portfolio
Management with The Slate of
Michigan
• Washington Business Journal Best
Office Wase and Best Residential
Development Transaction
Michael B, McShea is Executive Vice President for CB Richard Ellis' Public
Institutions and Education Solutions Team. Mr. McSheo provides strategic
planning and real estate services to municipal governments, education institutions
and corporations nationwide. Mr. McShea recently joined the CBRE team as a
veteran of the Staubach Company's Education and Municipal Services practice
group, which he founded.
Mr. McShea manages some of the nation's most significant state and local
government projects and portfolios. He was responsible for the oversight of a
contract with the Government of the District of Columbia, involving the
restructuring of over 1 million square feet of municipal space under the auspices
of the congressionally established Financial Control Board. He implemented real
estate strategic plans for the City of New York, as well as the States of Maryland,
Alabama, Michigan, Pennsylvania, Arizona and Colorado. Mr. McShea led the
renegotiation of government centers in Tallahassee, Florida encompassing 1.5
million SF of leased space at a savings to the State of over $60 million. He has
provided development consulting services for the College of William & Mary,
Alexandria City Public School System, American Frontier Culture Museum, James
F. Oyster School, National Institutes of Health, John Hopkins Applied Research
Laboratory and the University of Cincinnati.
Mr. McShea received his Bachelor of Science degree in Business and Management
from the University of Maryland. He has been a guest lecturer on various topics
involving corporate, municipal and educational real estate including the National
Association of College & University Business Officers (NACUBO), National
Association of State Facility Administrators (NASFA), American Institute of
Architects, California Association for Local Economic Develop and the Keenan
Flagler Business School at the University of North Carolina Chapel Hill.
RELEVANT EXPERIENCE
Curi County Ameritrust(emer 670,000
(C rivelond)
DWO of Columbia North Cap0rl St 60)i
Fairfax County New 120,000
Public Schools, VA Administration
Facility
Florida, State of Roger Center 574,755
Florida, Slam of Northwood Center 403,716
Florida, Slateof Winoweed 330,990
fault, State of Fort Knox 271,164
Maryland, State of Montgomery Pork 350,000
Maryland, Stare o1 Merritt Properties 170,000
Son Diego, Cityof 600,000
Tulsa Oklohomo 628,000
Case Development, New City Hall Acquisition
Snategic Plan, Financial Amelyeb, Business Cow, New lease Negotiofian
Business Cole Development Financial Modeling, Acquisifion Negotiations
Strategic Plan, Business Case, Renegatift of Existing Lease
Strategic Plan, Business Cow, Renegotiation of Existing Lease
Strategic Plan, Business Cole, Renegotiation of Existing loose
Strategic Plan, Business Case, Renegotiation of Existing Lease
Renegotiation of Exisfing loose (in process)
Renegotiation of Existing lease (in parties)
Strategic Plan, Due Diligence, Facility Assessment, RFP Development
Business Case Development, Public Tesfimrory, New City Hall Acquisition
Strategic Plan, Evaluation of Various Sites, Facility Assessment, Business
Cosa Development, New City Hall Acquisition
v v
FBRFI PROPOSAL TOCITY OF SAN IOANCAPISTRANO FOR UAL 6TATF FROM SFRVPOFS
Qualifications, References, and On Compensation
TEAM'S LOCAL DISPOSITION EXPERIENCE & REFERENCES:
CBRE's local team has executed hundreds of transactions and would like to highlight some recent land
transactions.
City of San Juan Capistrano
Rancho Capistrano, Managed Bid Process: Mr. Warner and Mr. Penner were highly involved in the sale of
Rancho Capistrano, a 173 acre property in the City of San Juan Capistrano, Mr Warner as the broker and
Mr. Penner as the Principal. An aggressive campaign was executed to the development community and
potential end users of the site. Entitlement and open space constraints moved this sale to an owner
occupant that would fit in within the existing entitlements, and a sale was closed in 2010. Mr Warner was
instrumental in the pending sale for a portion of the property to Continuing Life Communities including the
City of San Juan Capistrano's option to purchase a portion of this property. CBRE was able to play a part
in furthering the economic development of the site while preserving the historical nature of this property
e.g. the on-site church, the retreat center et. al.
References: Dave Arnold, Buyers Representative
Reg Gipson, Seller's Attorney Saddleback Church
1901 Avenue Of The Stars, 11" Floor 1 Saddleback Parkway
Los Angeles, CA. 90067 Lake Forest, CA 92630
310-556-4660 949-293-3695 davea@saddleback.com
City of Long Beach & Anaheim
Boeing Property, Managed Bid Process — In 2011 Mr Warner was a member of the team that executed the
disposition of 220 acres of property for Boeing to multiple parties at two locations (City of Long Beach
August 2012 closing, City of Anaheim 2010 and 2011 close dates), which included both land and
improved industrial space. An aggressive marketing campaign was executed to the development
community and both industrial and office end users which culminated in the successful disposition of this
vast property.
Reference:
Boeing Realty Corporation
Stephan Wendel, Sellers Representative
2201 Seal Beach Blvd, Building 80
Seal Beach, CA 90740 562-497-6150
slephanie.m.wandelL@boeing.com
City of Santa Ana
Successfully marketed and sold a 9 Acre parcel of freeway frontage land: 3 acres to Crown Realty in the
development of a hotel, 3 acres to State Compensation Insurance fund for the development of commercial
office, and 3 acres to the Xerox Corporation to develop commercial office.
Reference:
David Ream, Former City Manager
20 Civic Center Plaza, Mail Code M-31,
Santa Ana CA 92702 714-647-5230
CBRE
u u
CUP PROPOSAL TO(ITY Of SAN INANCAPISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and
Compensation1
City of Reno
In June of 2011, we presented o strategic plan to the City Council in Reno, Nevada involving 1 million
square feet of properties. The plan was immediately adopted by the Council after 7 months of data
collection and analysis by the CBRE team led by Mr. McShea. The City is currently beginning the
implementation process. The strategic plan addressed location of city services, space utilization, facilities
management processes and costs, cost allocation, leasing processes, internal organizational structure and
reporting processes. Currently, CBRE is representing the City in multiple disposition assignments that were
recommended in the Strategic Plan - most recently, CBRE marketed a unique asset to 1800 developers,
investors, and end users across the Western USA. As a result, 35 developers attended the pre-bid
conference and we are anticipating a number of feasible, competitive proposals in August of 2012.
Reference:
John Flonsberg - Director of Public Works - P.O. Box 1900 - Reno, NV 89505 - 775-334-2211
PUBLIC SECTOR EXPERIENCE
CBRE is the national leader in representing public sector entities. CBRE's Public Institutions and Education
Solutions group (PIES) is a national division of the company with that works to formulate and implement
real estate strategies on behalf of federal, state, county, city and educational institutions. PIES is comprised
of professionals with specialized government expertise who deliver The full spectrum of our real estate
services. We have been nationally recognized for our creative solutions that satisfy the many stakeholders
with interests in public -sector real estate. Our specialty practice areas include alternative financing for
public projects, strategic planning and portfolio optimization and public-private partnerships.
TEAM'S LOCAL DEVELOPMENT COMMUNITY CONNECTIVITY:
CBRE's proposed Team has a strong relationship with the following developers in the region through prior
experience on projects.
•
Ponaboni
•
Kilroy
•
Birtcher Development
•
Crown Real
•
Milan Pro erties
•
Transpacific Development Company
•
WCB
•
EOP
•
S ieker Properties
•
Hillman Pro erties
•
Hutton Associates
•
Greenlaw Development Corporation
•
UBS
•
Mass Mutual
•
Cornerstone Real Estate Advisers
•
Hudson Ca itaI
•
Arden
•
TA Associates
•
LBA
•
Abbe Co
•
Lincoln Properties
•
RREEF
•
Me uire Develo ment
•
LIAR
•
Catellus
•
CBREI
•
Lea Partners
•
Davis Development
•
ING
•
Birtcher Anderson Really
COMPENSATION - DISPOSITION OF CITY PROPERTY BY LEASE AND/OR SALE
CBRE proposes the following fee structure for disposition services. $0 to 5 million in total sales price:
Brokers commission shall be 3% of the gross sales price, and increased by 2% (for a total of 5%) in the
event the Buyer is represented by a broker other than the listing team, which includes other CBRE brokers.
$5 million or more in total sales price: Broker's commission shall be 2% of the gross sales price, and
increased by 2% (4% in total) in the event the Buyer is represented by a broker other than the listing team,
which includes other CBRE brokers. Fees shall be paid by third -parties with whom the City may conclude a
transaction, or funded through the transaction (sale proceeds), so as to eliminate the City's out-of-pocket
costs.
CBRE
CRREI PROPOSAL TO CITY OF SAN JUANCAPISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and
Compensation
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RIIFICATEHOLLER GVC6LATION 110 EIAYS NOTICE FOR NONPAY ME Irt O F Ri BNVMI
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CBRE
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 21st
day of August, 2012, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and CBRE, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to retain Real Estate Broker Services; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by CBRE, Inc. as exclusive broker shall
consist of those tasks as set forth in Consultant's proposal, Exhibit "A," attached and
incorporated herein by reference. To the extent that there are any conflicts between the
provisions described in Exhibit "A" and those provisions contained within this
Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and
all services required hereunder shall be completed, no later than February 21, 2012,
subject to Section 15.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed as set
forth in Exhibit "A."
3.2 Method of Payment.
Subject to Section 3.1, Fees shall be paid from sale proceeds, as set forth
in Exhibit "A."
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of the City, and shall obtain no rights to any benefits which
1 ATTACHMENT 2
accrue to Agency's employees.
Section 5. Limitations Upon Subcontracting and Assignment
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to the City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
2
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Reserved.
Section 12. Reserved.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the gross negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
gross negligence, recklessness and/or wrongful conduct of the City, or any of its
elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
3
risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Workers' Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insured as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
14.6 Reserved
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
4
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
fifteen (15) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn.: City Manager
To Consultant: Jeff Moore
CBRE, Inc.
3501 Jamboree Road, Suite 100
Newport Beach, CA 92660
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
5
Section 18, Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
Maria Moms, City Clerk
APPROVED AS TO FORM:
I (Fffl,, , W"' iffra
CITY OF SAN JUAN CAPISTRANO
By:
Larry Kramer, Mayor
CONSULTANT
By:
c,6 .
2
C66PIC
CBRE J PROPOSAL TO CITY OF SAN JUAN CAPISTRANO FOR REAL ESTATE BROKER SERVICES
Qualifications, References, and
Compensation
City of Reno
In June of 2011, we presented a strategic plan to the City Council in Reno, Nevada involving 1 million
square feet of properties. The plan was immediately adopted by the Council after 7 months of data
collection and analysis by the CBRE team led by Mr. McShea. The City is currently beginning the
implementation process. The strategic plan addressed location of city services, space utilization, facilities
management processes and costs, cost allocation, leasing processes, internal organizational structure and
reporting processes. Currently, CBRE is representing the City in multiple disposition assignments that were
recommended in the Strategic Plan — most recently, CBRE marketed a unique asset to 1800 developers,
investors, and end users across the Western USA. As a result, 35 developers attended the pre-bid
conference and we are anticipating a number of feasible, competitive proposals in August of 2012.
Reference:
John Flonsberg - Director of Public Works - P.O. Box 1900 - Reno, NV 89505 - 775-334-2211
PUBLIC SECTOR EXPERIENCE
CBRE is the national leader in representing public sector entities. CBRE's Public Institutions and Education
Solutions group (PIES) is a national division of the company with that works to formulate and implement
real estate strategies on behalf of federal, state, county, city and educational institutions. PIES is comprised
of professionals with specialized government expertise who deliver the full spectrum of our real estate
services. We have been nationally recognized for our creative solutions that satisfy the many stakeholders
with interests in public -sector real estate. Our specialty practice areas include alternative financing for
public projects, strategic planning and portfolio optimization and public-private partnerships.
TEAM'S LOCAL DEVELOPMENT COMMUNITY CONNECTIVITY:
CBRE's proposed Team has a strong relationship with the following developers in the region through prior
experience on projects.
•
Panottoni
•
I(ilroy
•
Birtcher Development
•
Crown Realty
Milan Properties
•
Transpacific Development Company
•
WCB
•
EOP
•
Spieker Properties
•
Hillman Properties
•
Hutton Associates
•
Greenlaw Development Cor oration
•
UBS
•
Mass Mutual
•
Cornerstone Real Estate Advisers
•
Hudson Capital
•
Arden
•
TA Associates
•
LBA
•
Abbe Co
•
Lincoln Properties
•
RREEF
•
Ma uire Development
•
LNR
•
Catellus
•
CBREI
1 •
Legacy Partners
•
Davis Development
•
ING
I •
Birtcher Anderson Realty
COMPENSATION - DISPOSITION OF CITY PROPERTY BY LEASE AND/OR SALE
CBRE proposes the following fee structure for disposition services. $0 to 5 million in total sales price:
Broker's commission shall be 3% of the gross sales price, and increased by 2% (for a total of 5%) in the
event the Buyer is represented by a broker other than the listing team, which includes other CBRE brokers.
$5 million or more in total sales price: Broker's commission shall be 2% of the gross sales price, and
increased by 2% (4% in total) in the event the Buyer is represented by a broker other than the listing team,
which includes other CBRE brokers. Fees shall be paid by third -parties with whom the City may conclude a
transaction, or funded through the transaction (sale proceeds), so as to eliminate the City's out-of-pocket
costs.
CBRE
EXHIBIT A
FIE
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949)493-1171
(949) 4931053 FAX
www.sanjuancapistrano.org
MEMBERS OF THE CIT/ COUNCIL
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
SAM ALLEVATO
LAURA FREESE
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
The City Council of San Juan Capistrano will meet at 6:00 p.m. on Tuesday, August 21,
2012, in the City Council Chamber in City Hall, to consider: "Consideration of an
Agreement for Provision of Real Estate Broker Services for Lot 217 (Parcel No. 650-
592-02) (CBRE, Inc.)" — Item No. D9.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 12:00
p.m. on Monday, August 20, 2012, to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the staff
table, just in front of the Council dais. You will be called to speak by the Mayor when the
item is considered.
You have received this notice at the request of the City staff member Cathy Salcedo,
Executive Services Manager. You may contact that staff member at (949) 949-443-6317
with any questions.
The agenda, including agenda reports, is available to you on our web site:
www.sanjuancagistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
cityclerke-sanivancagistrano.org.
Maria Morris, CMC
City Clerk
cc: Jeff Moore, CBRE, Inc.; David Whitney, Lee and Associates; Gregory Puccinelli,
Jones Lang LaSalle; Jeff Reenders, Strategic Retail Advisors; John Yonai, Tierra West
Advisors; Tim Walker, Voit
Sari Juan Capistrano: Preserving the Post to Enhance the Fulum