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HomeMy WebLinkAbout2008 CON PA R.I. Properties - Brokerage ServicesRETAIL INSITE EXCLUSIVE SALES LISTING AGREEMENT 1. In consideration of the listing for sale of the real property commonly known as vacant land — Plaza Bonita Road in the City of National City, CA hereinafter described (the "Property") by R.I. PROPERTIES, INC., dba: RETAIL INSITE ("Broker") and Broker's agreement to use its best efforts to effect a sale of same, the undersigned. ("Owner") hereby grants to Broker the exclusive right to negotiate a sale of the Property for a period described below and under the terms of this Agreement: LISTING TERM Commencement August 1, 2008 Termination midnight December 15, 2008 PROPERTY DESCRIPTION Address: Southeast corner of Highways 805 and 54 Description: 15.08 acres of vacant land known as APN# 564-471-11 TERMS As negotiated and accepted by the Parking Authority of National City 2. Owner agrees to pay Broker a sales commission in accordance with the Schedule. This commission shall be earned for services rendered if, during the Term: (a) the Property is sold to a buyer procured by Broker, Owner or anyone else, (b) any contract for the sale of the Property is entered into by Owner. Broker is authorized to co-operate with the City and the City will pay a negotiated commission above the schedule below with other licensed real estate brokers, regardless of whether said brokers represent prospective purchasers or act as Brokers' subagents. Said amount shall be due and payable upon close of Escrow. SCHEDULE 2% of Accepted Gross Sales Price. (Gross sales price shall include the consideration to be paid to the County of San Diego.) 3. Owner further agrees to pay Broker a commission in accordance with the Schedule, if, within one hundred twenty (120) calendar days after the expiration or termination of the Term the Property is sold to, or negotiations continue, resume or commence and thereafter continue leading to the sale with any person or entity (including his/her/its successors, assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent) or to whom the Property has Y.\Files\C\ Data \Don Moser\ Presentations\National City, City of\SALES LISTING AGREEMENT.doc Retail I nsite Exclusive Sales Listing Agreement Page 2 been submitted prior to the expiration or termination of the Term. Broker is authorized to continue negotiations with such persons or entities. Broker agrees to submit a reasonable list of such persons or entities to Owner not later than fifteen (15) calendar days following the expiration or termination of the Term, provided, however, that if a written offer has been submitted it shall not be necessary to include the offeror's name on the list. 4. Owner and Broker agree that the Property will be offered in compliance with all applicable federal state and local anti -discrimination laws and regulations. 5. Owner agrees to cooperate with Broker in effecting a sale of the Property and immediately to refer to Broker all inquiries of anyone interested in the Property. All negotiations are to be through Broker. Broker is authorized to accept a deposit from any prospective tenant and to handle it in accordance with the instruction of the parties unless contrary to applicable law. Broker is exclusively authorized to advertise the Property and exclusively authorized to place a sign(s) on the Property if, in Broker's opinion, such would facilitate the sale of the Property. Owner represents that it is the owner of the Property. Owners and its counsel will be responsible for determining the legal sufficiency of a Purchase Contract and any other documents relating to any transaction contemplated by this Agreement. 6. Owner agrees to disclose to Broker and to prospective purchasers any and all information which Owners has regarding present and future zoning and environmental matters affecting the Property and the condition of the Property, including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on or about the Property. Broker is authorized to disclose any such information to prospective buyers. 7. Owners agrees to disclose to Broker and to prospective purchasers any information which Owner may have as to whether the Property is or may be situated in a special studies zone as delineated under the Alquist-Priolo Special Studies Zones Act, Sections 2621-2630, inclusive, of the California Public Resources Code. 8. Owner acknowledges that Broker in some cases may represent prospective purchasers. Owner desires that the Property be presented to such persons or entities, and consents to the dual representation created thereby. Brokers shall not disclose the confidential information of one principal to the other. 9. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify Broker of the same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment, unless Broker shall elect to terminate this Agreement upon said notice. 10. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of the Agreement, then this Agreement shall be deemed suspended until such time as the Owner may reacquire his interest in the Property within the Term. If this Agreement is suspended pursuant to this paragraph, Broker shall be free to enter into a Listing Agreement with any receiver, the party initiating the foreclosure, the party purchasing the Property at a foreclosure sale, or any other person having an interest in the Property. YAFiles\C\Data\Don Moser\Presentations\National City, City of\SALES LISTING AGREEMENT.doc Retail Insite Exclusive Sales Listing Agreement Page 3 11. Each signator to this Agreement represents and warrants that (s)he has full authority to sign this Agreement on behalf of the party for whom (s)he signs and this Agreement binds such party. 12. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior discussions, negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and Broker. This Agreement shall be binding upon, and shall benefit, the heirs, successors and assignees of the parties. 13. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction owner the parties, property or the subject matter of this Agreement, including but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act. The undersigned Owner hereby acknowledges receipt of a copy of this Agreement. ACCEPTED: R.I. PROPERTIES, - PARKING AUTHORITY OF NATIONAL CITY B y. Title: Ron Id C. Pepper Chief Financial Officer Address: 12526 High Bluff Dr., Suite 210 San Diego, CA 92130 Date: Telephone: (858) 523.2090 Ron Morrison Title: Chairman Address: 1243 National City Blvd National City, CA 91950 Date: 8/19/08 Telephone: (619) 336-4235 CONSULT YOUR ADVISORS - This document has legal consequences. No representation or recommendation is made by Broker as to the legal or tax consequences of this Agreement or the transaction(s) which it contemplates. These are questions for your attorney and financial advisors. Y:\Files\C\Data\Don Moser\ Presentations\National City. City of\SALES LISTING AGREEMENT.doc RESOLUTION NO. 2008 — 1 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT WITH R.I. PROPERTIES, INC. TO PROVIDE BROKERAGE SERVICES FOR 15.08 ACRE VACANT PARCEL NORTH OF PLAZA BONITA ROAD AND WEST OF SWEETWATER ROAD IN NATIONAL CITY WHEREAS, the National City Parking Authority is the owner of a 15.08 acre vacant parcel on the north side of Plaza Bonita Road, west of Sweetwater Road, and east of Interstate 805 within the City of National City (APN 564-471-11); and WHEREAS, R.I. Properties Inc., is a professional land brokerage firm with experience in the South Bay area; and NOW, THEREFORE, BE IT RESOLVED that the National City Parking Authority hereby authorizes the Chairman to execute an Agreement retaining R.I. Properties Inc. as a broker to procure a buyer for the 15.08 acre parcel north of Plaza Bonita Road and west of Sweetwater Road in National City (APN 564-471-11). Said Agreement is on file in the office of the City Clerk. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of Augus 08. on Morrison, Chairman ATTEST: Bra , Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel Passed and adopted by the Parking Authority of the City of National City, California, on August 19, 2008 by the following vote, to -wit: Ayes: Boardmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Parking Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-1 of the Parking Authority of the City of National City, California, passed and adopted on August 19, 2008. Secretary, Parking Authority By: Deputy City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 9, 2008 Mr. Ronald C. Pepper Chief Financial Officer R.I. Properties, Inc. 12526 High Bluff Drive, Suite 210 San Diego, CA 92130 Dear Mr. Pepper, On August 19th, 2008, Resolution No. 2008-1 was passed and adopted by the Parking Authority of the City of National City, authorizing execution of an agreement with R.I. Properties, Inc. We are forwarding for your records a certified copy of the above Resolution and a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Parking Authority ® Recycled Paper