AGENDA REPORT
Meeting Date: November 7, 2024
Item Number:
To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: BROKER LEASING COMMISSION AGREEMENT BY AND BETWEEN
THE CITY OF BEVERLY HILLS AND CUSHMAN & WAKEFIELD OF
CALIFORNIA, INC. FOR THE LEASE OF TENANT SPACE AT 9400
SOUTH SANTA MONICA BOULEVARD, THIRD FLOOR
Attachments: 1. Broker Leasing Commission Agreement
RECOMMENDATION
Staff recommends City Council approve a broker leasing commission agreement by and between the City of Beverly Hills and Cushman & Wakefield of California, Inc. (“Cushman & Wakefield”) for the lease the tenant space at 9400 South Santa Monica Boulevard.
INTRODUCTION
The third floor of 9400 South Santa Monica Boulevard will be vacant beginning August 8, 2025, and available for lease. The existing tenant, The W. McDevitt Company, Inc., has formally exercised its right to terminate the lease and delivered the notice on August 9, 2024. The recommended brokerage agreement will assist the City in seeking prospective tenants for the approximate 5,175-square-feet of office space.
DISCUSSION
The City has previously engaged Cushman & Wakefield to provide professional brokerage services at various locations for office, restaurant, and retail uses. Cushman & Wakefield was previously selected through a Request for Proposals (RFP) that took place in 2022 that was specific to the office building 331 Foothill Road. The brokerage successfully identified prospective tenants and assisted the City with negotiating key lease terms.
Broker Scott Menkus with Cushman & Wakefield will be the primary service provider involved with the transaction; the broker has substantial office expertise and is familiar with City requirements. Services include:
Meeting Date: November 7, 2024
• Providing professional consultation regarding market value; • Conducting strategic marketing for office uses;
• Organizing and hosting property walkthroughs/showings; • Providing progress updates and maintaining timely contact with assigned staff; • Assisting in negotiating the terms of a lease;
• Listing the property on all appropriate forums;
• Coordinating with prospective lessees; and
• Providing professional photography.
The brokerage agreement’s term is through December 31, 2025. The agreement authorizes the City Manager to approve up to two contract extensions of six months each.
FISCAL IMPACT
There is no fiscal impact or request for funding at this time.
The broker has agreed to a commission consisting of 4% of the base/fixed rent for the first five years of the term and 2% of the base/fixed rent for years six through ten of the term.
If the tenant has a broker as well, the commission would equal 6% of the base/fixed rent for the first five years of the term and 3% of the base/fixed rent for years six through ten of the term. The commission would be paid in five equal installments, with one-fifth upon the execution of the lease and one-fifth on each anniversary of the commencement of the lease term, subject to the prospective tenant not being in default as of the date payment is due. The broker will be required to share the commission payment with the tenant’s broker, if the tenant has a broker. The total commission is estimated to be between $99,902.75 and $139,863.85 for a ten-year lease however this agreement will be subject to the base rent negotiated.
Per the terms of the agreement, the City is not required to make commission payments to the landlord broker if the City was already in lease discussions with a prospective tenant prior to the brokerage agreement’s effective date; the agreement includes a list of such excluded tenants.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
-1-
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BROKER LEASING & COMMISSION AGREEMENT
This BROKER LEASING & COMMISSION AGREEMENT is dated as of ______________, 2024 and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”) and CUSHMAN & WAKEFIELD OF CALIFORNIA, INC., a California corporation (“Broker”) with respect to the leasing by Landlord of the unleased space on the third floor of 9400 South Santa Monica Boulevard, Beverly Hills, California 90210 (such unleased space being hereinafter referred to as the “Property”).
RECITALS
A. Landlord desires to engage Broker as Landlord’s real estate agent to obtain prospective tenants and to negotiate proposed “business” terms for leases for the Property.
B. Broker and Landlord desire that Broker be paid leasing commissions by Landlord only if Landlord actually enters into leases with one or more tenants (each, a “Prospective Tenant”) procured by Broker and not listed on Exhibit “A” attached hereto, and then only on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the sufficiency of which is hereby acknowledged, Landlord and Broker hereby agree as follows:
1. Term. The term of this Agreement will commence on the date hereof and will expire on December 31, 2025; provided, however, that the City Manager shall have the right to extend such initial term up to two (2) times for up to six (6) months per extension provided the extension is in writing (as so extended, such term is referenced to as the “Term”).
2. Lease Commissions. If a lease between Landlord and a Prospective Tenant for the Property (a “Lease”) is executed by the Prospective Tenant during the Term and then submitted by Landlord staff to the City Council for approval and subsequently approved by the City Council, then Landlord shall pay to Broker a leasing commission in the following amount in connection with the lease (subject to Section 4 below):
(a) If the prospective Tenant does not have a broker, the amount of the commission shall be four percent (4%) of the base/fixed rent for the first five (5) years of the term of the Lease and two percent (2%) of base/fixed rent for the second five years of the term of the Lease.
(b) If the prospective Tenant has a broker, the amount of the commission shall be six percent (6%) of the base/fixed rent for the first five (5) years of the term of the Lease and three percent (3%) of the base/fixed rent for the second five (5) years of the term of the Lease.
3. Post-Term Protection. Within ten (10) days after the end of the Term, Broker will provide to Landlord a list of Prospective Tenants to whom the Property was submitted by broker during the Term. If a Prospective Tenant, appearing on the list, enters into a Lease within one hundred and eighty (180) days after the end of the Term, and thereafter Docusign Envelope ID: 3AA596DD-8247-4A84-ADF6-1311D166F1A1 -2-
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the Lease is fully executed and delivered, and submitted by Landlord staff to the City Council for approval on or before and subsequently approved by the City Council, Landlord will pay a commission to Broker as provided above. Landlord agrees that such 180-day period will be extended for so long as negotiations with a Prospective Tenant are continuing.
4. Payment of Commission; Sharing with Tenant’s Broker. The commission for a Lease shall be amortized and paid over the first four years of the lease term. One fifth shall be paid upon lease execution, but only after Landlord’s receipt of the security deposit and first month’s prepayment of rent, and one fifth shall be paid on each anniversary of the rent commencement date; however, if the tenant is in default as of the date on which a commission payment is due, then that commission payment shall not be made unless and until the tenant timely cures the default. No commissions shall be paid for options or extensions. Commission payments shall be made, addressed and delivered to Broker at its address for notices set forth in Section 15 below. If the tenant has a broker, then Broker shall split its commission with the tenant’s broker.
5. Authority of Broker. Broker shall have no authority to bind Landlord, but shall attempt to negotiate basic business terms for leases that benefit Landlord, considering market conditions for the Property, and that are acceptable to Landlord staff. Broker shall make clear to Prospective Tenants (and their brokers, if any) that Landlord will not be bound unless and until its City Council approves the applicable lease in its sole and absolute discretion.
6. Insurance.
(a) Broker shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance through third party insurers, self-insurance, or Cushman & Wakefield’s wholly owned captive insurance company as follows (with limits that may be met by a combination of primary and excess policies):
(1) A policy or policies of Comprehensive General Liability Insurance, with limits of Five Million Dollars ($5,000,000) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Broker. (2) A policy or policies of Comprehensive Automobile Liability Insurance covering personal injury and property damage, with limits of Five Million Dollars ($5,000,000) combined single limit per accident, covering any vehicle utilized by Broker in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California. (4) Professional Liability Insurance – a policy or policies of Professional Liability Insurance (errors and omissions) with limits of Five Million Dollars ($5,000,000) per claim and in the annual aggregate.
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Any deductibles or self-insured retentions attached to such policy or policies must be declared to Landlord upon filing a certificate or certificates of insurance with the City Clerk.
Further, Broker agrees to maintain in full force and effect Professional Liability insurance for one year after performance of work under this Agreement is completed. (b) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A;VII A-; VI (or equivalent rating) in the latest edition of Best’s Insurance Guide or alternatively through self-insurance or Cushman & Wakefield’s wholly owned captive insurance company.
(c) Broker agrees that if it does not keep the aforesaid insurance in full force and effect, Landlord may immediately terminate this Agreement. (d) At all times during the term of this Agreement, Broker shall maintain on file with the City Clerk a certificate or certificates of insurance, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Broker shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain a blanket endorsement including the Landlord and the City of Beverly Hills as additional insureds.
(e) The general liability and automobile insurance provided by Broker shall be primary to any coverage available to Landlord with respect to claims to the extent arising from Broker’s negligent, fraudulent, or willful misconduct as to Broker’s express obligations under the indemnity provision of the agreement. The general liability, automobile, and workers compensation policies of insurance required by this Agreement shall include provisions for waiver of subrogation; however, Broker will not waive its subrogation rights if a loss is caused by the Landlord’s gross negligence.
7. Indemnification. Broker shall indemnify, defend and hold Landlord and its City Council and each member thereof, and every officer, employee and agent of Landlord, from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) to the extent arising from any intentional, reckless, or negligent acts, errors or omissions of Broker or any person employed by Broker in the performance of this Agreement. Landlord shall indemnify, defend and hold Broker and each officer, employee and agent of Broker, from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) to the extent arising from any intentional, reckless, or negligent acts, errors or omissions of Landlord. All obligations under this Section 7 shall survive the expiration or earlier termination of the Agreement.
8. Professional Advice. Broker recommends that Landlord obtain legal, tax or other professional advice relating to this Agreement and the proposed Lease of the Property as well as the condition and/or legality of the Property, including, but not limited to, the Property's improvements, equipment, soil, tenancies, title, environmental aspects and Docusign Envelope ID: 3AA596DD-8247-4A84-ADF6-1311D166F1A1 -4-
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compliance with the Americans with Disabilities Act. Landlord shall also be responsible in making the final determination regarding the financial soundness of any Prospective Tenant. Broker will have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Landlord and Broker.
9. Agency Disclosure. Landlord acknowledges that it has received a copy of Broker’s Disclosure Regarding Real Estate Agency Relationship and that Landlord has returned a signed copy thereof to Broker.
10. Broker Regulatory or Statutory Provisions. The following provisions must be included in brokerage agreements in the State of California: (a) it is illegal for either party to discriminate against any person because of one's membership in a protected class (e.g., race, color, religion, national origin, sex, ancestry, age, marital status, physical or mental handicap, familial status, or any other class protected by law); (b) Landlord acknowledges receipt of a copy of Notice to Owners, Buyers and Tenants Regarding Environmental Matters, Americans With Disabilities Act and Related Laws, Flood Disclosure, Zoning/Use Disclosure and Alquist-Priolo Special Earthquake Fault Zoning Act; and (c) Landlord acknowledges receipt of a copy of the Agreement and this Schedule of Commissions.
11. Assignment. Broker may not assign its rights or obligations hereunder, in whole or in part, without the prior consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion.
12. Attorneys’ Fees. If either party institutes legal action to enforce its rights under this Agreement, the prevailing party (as determined by the trier of fact) will be entitled to recover its reasonable attorneys’ fees and costs from the other party.
13. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement.
14. Entire Agreement. This Agreement constitutes the entire agreement between Landlord and Broker with respect to the subject matter hereof.
15. Applicable Law. This Agreement shall be governed by the laws of the State of California.
16. Addresses for Notices. Notices hereunder shall be in writing, shall be addressed as follows, and shall be delivered by certified mail, return receipt requested (and deemed delivered on the date of delivery or refusal of acceptance shown on the return receipt:
Landlord: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, California 90210
Attn: City Manager
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Broker: Cushman & Wakefield of California, Inc.
10250 Constellation Blvd., Suite 2200
Los Angeles, California 90067
with a copy to: Cushman & Wakefield
900 Wilshire Boulevard, Suite 2400
Los Angeles, California 90017
Attention: Legal Department
17. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.
18. Broker Default. Landlord may terminate this Agreement upon a default by Broker which is not cured within ten (10) days after written notice from Landlord, provided, however, that if Broker fails to maintain the insurance required under Section 6, Landlord may terminate this Agreement immediately, without opportunity for Broker to cure.
19. DocuSign. This Lease may be executed by using DocuSign.
20. OFAC. Each party represents and warrants to the other that it, and all persons and entities owning (directly or indirectly) an ownership interest in it: (a) are not, and will not become, a person or entity with whom a party is prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order or other governmental action; and (b) are not knowingly engaged in, and will not knowingly engage in, any dealings or transactions or be otherwise associated with such persons or entities described in clause (a) above.
21. Anti-Bribery & Corruption. Each party represents and warrants to the other that it (and any party acting on its behalf) has not, in order to enter into this agreement, offered, promised, authorized or made any payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, kickbacks or other unlawful or improper means of doing business (“Prohibited Activity”) and will not engage in Prohibited Activity during the term of this agreement. In the event of any violation of this section, the non-offending party shall be entitled to immediately terminate this agreement and take such other actions as are permitted or required to be taken under law or in equity.
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LANDLORD:
CITY OF BEVERLY HILLS
LESTER J FRIEDMAN
Mayor
ATTEST:
_____________________________
HUMA AHMED
City Clerk
BROKER:
CUSHMAN & WAKEFIELD OF
CALIFORNIA, INC.
ERIC OLOFSON
Executive Vice Chairman
APPROVED AS TO CONTENT:
___________________________________
NANCY HUNT-COFFEY
City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager
APPROVED AS TO FORM:
LAURENCE S. WIENER
City Attorney
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Exhibit “A”
Excluded Tenants
1. Nigel Burgess, Inc. and affiliates
2. The W. McDevitt Company, Inc. and affiliates
3. Wine Societe LLC, and affiliates
4. Beverly Hills Conference & Visitors Bureau, and affiliates [Notice to Owners Follows]
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NOTICE TO OWNERS, BUYERS AND TENANTS REGARDING
ENVIRONMENTAL MATTERS,
AMERICANS WITH DISABILITIES ACT AND RELATED LAWS,
FLOOD DISCLOSURE, ZONING/USE DISCLOSURE AND
ALQUIST-PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT
ENVIRONMENTAL MATTERS
It is essential that all parties to real estate transactions be aware of the health, liability and economic impact of environmental factors on real estate. Cushman & Wakefield does not conduct investigations or analyses of environmental matters and, accordingly, urges the parties to a real estate transaction to retain qualified environmental professionals to determine whether hazardous or toxic wastes or substances (such as asbestos, PCBs and other contaminants or petro-chemical products stored in underground tanks) or other undesirable materials or conditions are present at the property and, if so, whether any health danger or other liability exists. Such substances may have been used in the construction or operation of buildings or may be present as a result of previous activities at the property.
Various laws and regulations have been enacted at the federal, state and local levels dealing with the use, storage, handling, removal, transport and disposal of toxic or hazardous wastes and substances. Depending upon past, current and proposed uses of the property, it may be prudent to retain an environmental expert to conduct a site investigation and/or building inspection. If hazardous or toxic substances exist or are contemplated to be used at the property, special governmental approvals or permits may be required. In addition, the cost of removal and disposal of such materials may be substantial. Consequently, legal counsel and technical experts should be consulted where these substances are or may be present.
AMERICANS WITH DISABILITIES ACT AND RELATED LAWS
As an Owner or tenant of real property, you may be subject to the Americans with Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title III of the ADA requires Owners and tenants of "public accommodations" to remove barriers to access by disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons by January 26, 1992. The regulations under Title III of the ADA are codified at 28 CFR Part
36. We recommend that you and your attorney review the ADA and the regulations, and, if appropriate, your proposed lease or purchase agreement, to determine if this law would apply to you, and the nature of the requirements. These are legal issues. Cushman & Wakefield cannot give you legal advice on these issues.
Furthermore, all California commercial leases regardless of size executed on or after July 1, 2013 must contain a provision disclosing whether the premises have been inspected by a government-approved Certified Access Specialist (CASp) and if so, whether the premises have been determined to be in compliance with all applicable construction-related disability accessibility standards. The law (California Civil Code §1938) does not require a landlord to conduct a CASp inspection of the property; however, it does require that the landlord disclose whether or not an inspection has been completed and if so, whether the property meets the applicable accessibility standards.
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FLOOD DISCLOSURE
If the premises is located in a Federally Designated Flood Zone, the Tenant’s real and personal property situated on or in the premises is not protected by the hazard insurance policy for the property carried by the Owner. The Tenant is responsible for investigating the Flood Zone status of the premises and obtaining insurance to cover the Tenant's property if it so desires.
ZONING/USE DISCLOSURE
Prior to executing a lease, the Tenant is responsible for determining that the zoning applicable to the property allows the Tenant to use the premises for the Tenant’s intended use, and that all building codes, parking requirements, and other governmental requirements, improvements required, and permits necessary have been met or are available to Tenant. Cushman & Wakefield has made no representations, except in writing, if any, concerning the zoning and allowable use of the premises and any requirements that may be imposed upon the Tenant by any governmental agency. If the Tenant's use of the premises requires a Use Permit or other permits from a governmental authority it could take several months to obtain same, and Tenant may still be responsible for the payment of rent and other charges whether or not such permits are ultimately obtained.
ALQUIST-PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT
The property may be situated in an Earthquake Fault Zone as designated under the Alquist-Priolo Earthquake Fault Zoning Act, Sections 2621-2630 inclusive, of the California Public Resources Code; and, as such the construction of development on the property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered with the State of California, unless such report is waived by the city or county under the terms of that Act. No representations on this subject are made by Cushman & Wakefield or its agents or employees, and the Tenant/Purchaser is advised to make its own inquiry into this situation prior to entering into a lease or sale agreement.
By your signature below, you acknowledge that you have read and understand this disclosure and have received a copy:
Received on , 20___
Signature:
Printed Name:
Docusign Envelope ID: 3AA596DD-8247-4A84-ADF6-1311D166F1A1 Certificate Of Completion
Envelope Id: 3AA596DD82474A84ADF61311D166F1A1 Status: Sent Subject: Complete with Docusign: Broker Leasing & Commission Agreement - 9400 S Santa Monica, Third Floor Source Envelope:
Document Pages: 9 Signatures: 3 Envelope Originator:
Certificate Pages: 3 Initials: 0 Jonathan Gernes
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 72.134.81.22
Record Tracking
Status: Original
11/1/2024 9:50:30 AM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
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Bruce Galloway for
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Eric Olofson
[email protected]
Executive Vice Chairman
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Using IP Address: 172.112.186.97
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Sent: 11/1/2024 9:56:38 AM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
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Sent: 11/1/2024 11:58:15 AM
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Nancy Hunt-Coffey
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Lester J. Friedman
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Huma Ahmed
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
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Sent: 11/1/2024 9:56:39 AM
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Scott Menkus
[email protected]
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Adrianne Tarazon
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Keith Sterling
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Megan Grilley
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