san diego
SAN DIEGO
FOR SALE Property Description: The San Diego Library Tower site is an unentitled opportunity to develop an institutional quality Class A+ project in downtown’s most exciting development district, the East Village.
Asking Price:
Submit
Location:
325 Park Boulevard (NEC Park Boulevard and K Street) San Diego, CA 92101
APNs:
535-371-02, 03, 04, 05, 06, 07, 08, 09
Land Area:
Approximately 40,000 SF gross (0.92 acres) per county maps; Approximately 38,841 SF net pad after city dedication
Zoning:
CCPD-BP (Ballpark Mixed-Use: Multi-Family, Office, R&D, Hotels, Retail)
FAR:
Minimum of 3.5 and maximum of 6.0; +1.0 through the FAR Bonus Payment Program; +2.0 by providing specific amenities; property max is 8.0 (3.5 minimum = 135,944 SF, 6.0 maximum = 233,046 SF, 8.0 maximum with bonus = 310,728 SF)
Height Limit:
500 feet maximum, subject to Park Sun Access Overlay
Dimensions:
Approximately 200’ x 200’ Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
The site is being offered as a 100% fee simple interest on an approximately 40,000 SF pad. This is a rare opportunity to develop a low-rise, mid-rise or a high-rise project within the heart of downtown San Diego. The site enjoys fantastic views of the new Central Library, a $65 million San Diego gem, Petco Park, home of the San Diego Padres, San Diego Bay, San Diego Convention Center and beyond to Coronado Island and the Pacific Ocean. Stepping west onto Park Boulevard will lead future occupants to the new Ballpark Village, set to break ground for a new mixed-use center that will include 51,000 SF of retail shops. Future tenants will also be able to stroll down Park Boulevard and cross one of the most picturesque suspension bridges in the world on their way to the famous San Diego Bay, where they can enjoy miles of bay front jogging, biking and shopping.
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
ISLAND AVE
14TH STREET
13TH STREET
200’
CENTRAL LIBRARY
PARK BOULEVARD
11TH AVENUE
J STREET
200’ K STREET
N S Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
CENTRAL LIBRARY
K
13
TH
ST
LVD KB R PA
ST
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
L CAM INO DEL NO RT E
RANCHO BERNARDO
E LA VIA D
DEL MAR
VA
S HT HEIG MAR L E D
S RD EY PINE RR TO
MESA
MIRAMAR
SCRIPPS W PO AY PARKWAY
SCRIPPS RANCH DO ERA POM
RD
SANTEE
KEARNY MESA
S GENE
SE
E AVE OA BALB
VD BL
VE ET A GARN
MI SS
PACIFIC BEACH
POWAY RD
D MIRAMAR R
GOVERNOR PARK
.
A LA JOLL
PACIFIC OCEAN
ARD AT H
MO UN TAIN RD
D BLV LEY AL V NTO RRE SORRENTO SO
UTC LA JOLLA
C
RD
CK MOUNTAIN RD BLA
N
TORREY PINES
POWAY EL ARM
LOCATor map
DO AR BER N
LL E
SOLANA BEACH
CE
NT
C MAN
POMERADO RD
WAY HIGH IOS LD E D
ER D R
ENCINITAS BLV D
HE STE R AVE
ENCINITAS
MISSION BEACH
RS RD FRIA
ON ISSI
MAIN ST
EY
L VAL
M
EL CAJON
VD EL CAJON BL
RO SE CR AN S
OCEAN BEACH
N IO
RD GE GOR
LEMON GROVE
DOWNTOWN
A JAMACH
MARKET
VD BL
NATIONAL CITY
POINT LOMA CORONADO N SA G
Tim Winslow 858.546.5436
BR
DIE
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
CHULA
[email protected] CA Lic. 00891667
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
CONCEPTUAL DESIGN
RESUBMITTAL
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
07/09/10
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
DISCLAIMER Cassidy Turley San Diego (hereinafter “CT”) has been retained as the owner’s exclusive advisor and broker regarding the sale of the NEC Park Boulevard and K Street, San Diego, CA 92101 (the “Property”). This Offering Memorandum has been prepared by CT for use by a limited number of parties and does not purport to provide a necessarily accurate summary of the Property or any of the documents related thereto, nor does it purport to be all-inclusive or to contain all of the information which prospective investors may need or desire. All projections have been developed by CT, the Owner, and designated sources and are based upon assumptions relating to the general economy, competition, and other factors beyond the control of the Owner and, therefore, are subject to variation. No representation is made by CT or Owner as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of the Property. Although the information contained herein is believed to be correct, Owner and its employees disclaim any responsibility for inaccuracies and expect prospective purchasers to exercise independent due diligence in verifying all such information. Further, CT, Owner, and its employees disclaim any and all liability for representations and warranties, expressed and implied, contained in, or for omission from, this Offering Memorandum or any other written or oral communication transmitted or made available to the recipient. This Offering Memorandum does not constitute a representation that there has been no change in the business or affairs of the Property or the Owner since the date of preparation of the package. Analysis and verification of the information contained in this package is solely the responsibility of the prospective purchaser. Additional information and an opportunity to inspect the Property will be made available upon written request to interested and qualified prospective investors. Owner and CT each expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers regarding the Property and/or terminate discussions with any entity at any time with or without notice. Owner shall have no legal commitment or obligation to any entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase of the Property has been fully executed, delivered, and approved by Owner and its legal counsel, and any conditions to Owner’s obligations thereunder have been satisfied or waived. CT is not authorized to make any representations or agreements on behalf of Owner. This Offering Memorandum and the contents, except such information which is a matter of public record or is provided in sources available to the public (such contents as so limited herein are called the “Contents”), are of a confidential nature. By accepting the package, you agree (i) to hold and treat it in the strictest confidence, (ii) not to photocopy or duplicate it, (iii) not to disclose the package or any of the contents to any other entity (except to outside advisors retained by you, if necessary, for your determination of whether or not to make a proposal and from whom you have obtained an agreement of confidentiality) without the prior written authorization of Owner or CT, (iv) not use the package or any of the contents in any fashion or manner detrimental to the interest of Owner or CT, and (v) to return it to CT immediately upon request of CT or Owner.
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this "Agreement") is entered into by Prospective Purchaser (defined below) for the benefit of CW SAN DIEGO TOWERS OLC LLC ("Owner"). Owner is the owner of that certain real estate described as the Library Tower Site located at 325-329 and 339 Park Blvd., 1248 K Street and 330 13th Street, in San Diego, CA 92101 (the "Property"). The effective date of this Agreement is the date signed below. In consideration of being provided Confidential Information (as hereafter defined), Prospective Purchaser agrees as follows: 1. The term "Confidential Information" as used herein means, collectively, (i) all information furnished by or on behalf of Owner regarding the Property, the Property's operation and/or a possible purchase of the Property by Prospective Purchaser (the “Proposed Transaction”), (ii) all analyses, notes, summaries or computer files generated by or for Prospective Purchaser or its Representatives (as hereafter defined) which are based upon or incorporate the information referred to in clause (i), and (iii) items and terms discussed or negotiated in connection with the Proposed Transaction. Notwithstanding the preceding sentence, "Confidential Information" shall not include information which (a) was in Prospective Purchaser's possession prior to the effective date hereof (provided that, to Prospective Purchaser's knowledge, the source of the information was not prohibited from transmitting it to Prospective Purchaser), (b) is or becomes publicly known, except for any such information that becomes publicly known because of disclosure by Prospective Purchaser or its Representative in violation of this Agreement, or (c) is required to be disclosed pursuant to judicial or regulatory action, law or similar legal process. At anytime upon the written request of Owner, Prospective Purchaser must return to Owner, or destroy, the Confidential Information. Such return or destruction must occur within five (5) business days after Owner’s request. If Prospective Purchaser chooses to destroy the Confidential Information, then such destruction must be certified to in writing and such certification delivered to Owner within such five (5) business day period. 2. Prospective Purchaser agrees that the Confidential Information will be used solely to evaluate the Proposed Transaction and must be kept confidential by Prospective Purchaser and its Representatives. Prospective Purchaser will not disclose Confidential Information or permit it to be disclosed to any other party, provided, however, that Confidential Information may be disclosed (and copies provided) to Prospective Purchaser's directors, officers, employees, financing sources, affiliates and advisors (collectively, “Representatives”), but only to the extent necessary to evaluate the Proposed Transaction, and, provided further, that such Representatives have agreed to be bound by the terms of this Agreement. The term "Representative" does not include any third party co-investor. Prospective Purchaser shall be responsible for any disclosure by its Representatives of the Confidential Information which is not expressly authorized hereby. Prospective Purchaser agrees to be responsible for enforcing the confidentiality provisions herein with respect to its Representatives. Within five (5) business days following Owner's request therefor, Prospective Purchaser will provide the names and addresses of all Representatives to whom Prospective Purchaser has provided Confidential Information. Neither Prospective Purchaser, nor any of its Representatives, shall directly or indirectly communicate with any tenants, property manager, leasing agents, service contractors, lien holders or other parties with any interest in or contractual relationship affecting the Property, except in the ordinary course of business unrelated to the Proposed Transaction. Nor shall Prospective Purchaser contact any governmental authority regarding the property without the prior written consent of Seller. 3. Prospective Purchaser for itself and on behalf of its Representatives, acknowledges and agrees that, except as may be set forth in a fully executed, definitive purchase agreement, neither Owner nor its affiliates, agents or advisors, and none of their respective officers, directors, employees, agents or controlling persons, has made or hereby makes any express or implied representations or warranties as to the accuracy or completeness of the Confidential Information. None of the foregoing persons shall have any liability to Prospective Purchaser or its Representatives relating to or arising from the use of any Confidential Information or for any errors therein or omissions therefrom. Prospective Purchaser and its Representatives are not entitled to rely on the accuracy or completeness of the Confidential Information. Prospective Purchaser and its Representatives agree to rely solely on their own independent investigation, analysis, appraisal and evaluation of the facts and circumstances in connection with the Proposed Transaction. 4. Owner may conduct the process that may or may not result in the Proposed Transaction in such manner as Owner, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive purchase agreement with any third party without notice to Prospective Purchaser). Owner reserves the right to change (in its sole discretion, at any time and without notice) the procedures relating to Owner’s and Prospective Purchaser's consideration of the Proposed Transaction. This Agreement is not an offer to sell and shall not be construed as such. Owner is under no obligation to sell the Property by virtue of this Agreement. Owner may discontinue the marketing of the Property at any time for any reason or no reason in Owner's sole discretion and without notice to Prospective Purchaser.
1
5. In the event of any breach of this Agreement by Prospective Purchaser or its Representative, Owner would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, without prejudice to any rights and remedies otherwise available to Owner, Owner shall be entitled (i) to equitable relief by way of injunction in the event of a breach of any provision of this Agreement, and (ii) to compel specific performance, in each case without the need for proof of actual damages. Prospective Purchaser agrees to indemnify Owner for any losses, claims, damages, costs and expenses, including reasonable attorneys’ fees, that Owner may incur or suffer in connection with the breach of this Agreement and/or its enforcement. 6. This Agreement shall be binding upon Prospective Purchaser's successors and assigns and shall inure to the benefit of and be enforceable by the respective successors and assigns of Owner. Owner and its successors and assigns shall be deemed the beneficiaries of this Agreement, and shall be entitled to all the rights and remedies accorded to such parties at law or in equity. This Agreement shall be governed by the laws of the state in which the Property is located. This Agreement may be waived, amended or modified only by a written instrument signed by both Owner and Prospective Purchaser, which shall set forth specifically the provisions of this Agreement that are to be so waived, amended or modified. Time is of the essence in connection with the performance of Prospective Purchaser's and its Representative's obligations pursuant to this Agreement 7. Notwithstanding anything herein to the contrary, Prospective Purchaser and its Representatives may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates' directors and employees to comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the federal income tax treatment of the Investment but does not include information relating to the identity of the parties hereto or their respective affiliates. 8. The term of this Agreement shall be two (2) years from the effective date hereof; provided, that if Owner delivers a written notice to Prospective Purchaser of any claim or cause of action arising hereunder during such two (2) year period, then such claim or cause of action shall survive said two (2) year period. Prospective Purchaser: Date: _____________________________ Name of Prospective Purchaser By: ______________________________________ (Signature) Print Name: _______________________________ Title: ____________________________________ Address:
______________________________ ______________________________
Telephone:
______________________________
Fax:
______________________________
Email:
______________________________
RETURN TO TIM WINSLOW: Fax: 858-630-6320 Email: [email protected]
2
FOR SALE Property Description: The San Diego Library Tower site is an unentitled opportunity to develop an institutional quality Class A+ project in downtown’s most exciting development district, the East Village.
Asking Price:
Submit
Location:
325 Park Boulevard (NEC Park Boulevard and K Street) San Diego, CA 92101
APNs:
535-371-02, 03, 04, 05, 06, 07, 08, 09
Land Area:
Approximately 40,000 SF gross (0.92 acres) per county maps; Approximately 38,841 SF net pad after city dedication
Zoning:
CCPD-BP (Ballpark Mixed-Use: Multi-Family, Office, R&D, Hotels, Retail)
FAR:
Minimum of 3.5 and maximum of 6.0; +1.0 through the FAR Bonus Payment Program; +2.0 by providing specific amenities; property max is 8.0 (3.5 minimum = 135,944 SF, 6.0 maximum = 233,046 SF, 8.0 maximum with bonus = 310,728 SF)
Height Limit:
500 feet maximum, subject to Park Sun Access Overlay
Dimensions:
Approximately 200’ x 200’ Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
The site is being offered as a 100% fee simple interest on an approximately 40,000 SF pad. This is a rare opportunity to develop a low-rise, mid-rise or a high-rise project within the heart of downtown San Diego. The site enjoys fantastic views of the new Central Library, a $65 million San Diego gem, Petco Park, home of the San Diego Padres, San Diego Bay, San Diego Convention Center and beyond to Coronado Island and the Pacific Ocean. Stepping west onto Park Boulevard will lead future occupants to the new Ballpark Village, set to break ground for a new mixed-use center that will include 51,000 SF of retail shops. Future tenants will also be able to stroll down Park Boulevard and cross one of the most picturesque suspension bridges in the world on their way to the famous San Diego Bay, where they can enjoy miles of bay front jogging, biking and shopping.
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
ISLAND AVE
14TH STREET
13TH STREET
200’
CENTRAL LIBRARY
PARK BOULEVARD
11TH AVENUE
J STREET
200’ K STREET
N S Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
CENTRAL LIBRARY
K
13
TH
ST
LVD KB R PA
ST
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
L CAM INO DEL NO RT E
RANCHO BERNARDO
E LA VIA D
DEL MAR
VA
S HT HEIG MAR L E D
S RD EY PINE RR TO
MESA
MIRAMAR
SCRIPPS W PO AY PARKWAY
SCRIPPS RANCH DO ERA POM
RD
SANTEE
KEARNY MESA
S GENE
SE
E AVE OA BALB
VD BL
VE ET A GARN
MI SS
PACIFIC BEACH
POWAY RD
D MIRAMAR R
GOVERNOR PARK
.
A LA JOLL
PACIFIC OCEAN
ARD AT H
MO UN TAIN RD
D BLV LEY AL V NTO RRE SORRENTO SO
UTC LA JOLLA
C
RD
CK MOUNTAIN RD BLA
N
TORREY PINES
POWAY EL ARM
LOCATor map
DO AR BER N
LL E
SOLANA BEACH
CE
NT
C MAN
POMERADO RD
WAY HIGH IOS LD E D
ER D R
ENCINITAS BLV D
HE STE R AVE
ENCINITAS
MISSION BEACH
RS RD FRIA
ON ISSI
MAIN ST
EY
L VAL
M
EL CAJON
VD EL CAJON BL
RO SE CR AN S
OCEAN BEACH
N IO
RD GE GOR
LEMON GROVE
DOWNTOWN
A JAMACH
MARKET
VD BL
NATIONAL CITY
POINT LOMA CORONADO N SA G
Tim Winslow 858.546.5436
BR
DIE
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
CHULA
[email protected] CA Lic. 00891667
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
CONCEPTUAL DESIGN
RESUBMITTAL
Cassidy Turley San Diego 4350 La Jolla Village Drive, Ste. 500 San Diego, California 92122 Ph. 858.546.5400 / Fax 858.630.6320 cassidyturley.com/sandiego
07/09/10
Tim Winslow 858.546.5436
Jason Kimmel 858.546.5414
Kevin Nolen 858.546.5487
CA Lic. 00891667
CA Lic. 01496694
CA Lic. 01840398
[email protected]
[email protected]
[email protected]
Information contained herein has been obtained from sources that we deem reliable. We have no reason to doubt its accuracy, but we do not guarantee it. K:\Library Tower\Flyer\library-tower-flyer.indd
DISCLAIMER Cassidy Turley San Diego (hereinafter “CT”) has been retained as the owner’s exclusive advisor and broker regarding the sale of the NEC Park Boulevard and K Street, San Diego, CA 92101 (the “Property”). This Offering Memorandum has been prepared by CT for use by a limited number of parties and does not purport to provide a necessarily accurate summary of the Property or any of the documents related thereto, nor does it purport to be all-inclusive or to contain all of the information which prospective investors may need or desire. All projections have been developed by CT, the Owner, and designated sources and are based upon assumptions relating to the general economy, competition, and other factors beyond the control of the Owner and, therefore, are subject to variation. No representation is made by CT or Owner as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of the Property. Although the information contained herein is believed to be correct, Owner and its employees disclaim any responsibility for inaccuracies and expect prospective purchasers to exercise independent due diligence in verifying all such information. Further, CT, Owner, and its employees disclaim any and all liability for representations and warranties, expressed and implied, contained in, or for omission from, this Offering Memorandum or any other written or oral communication transmitted or made available to the recipient. This Offering Memorandum does not constitute a representation that there has been no change in the business or affairs of the Property or the Owner since the date of preparation of the package. Analysis and verification of the information contained in this package is solely the responsibility of the prospective purchaser. Additional information and an opportunity to inspect the Property will be made available upon written request to interested and qualified prospective investors. Owner and CT each expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers regarding the Property and/or terminate discussions with any entity at any time with or without notice. Owner shall have no legal commitment or obligation to any entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase of the Property has been fully executed, delivered, and approved by Owner and its legal counsel, and any conditions to Owner’s obligations thereunder have been satisfied or waived. CT is not authorized to make any representations or agreements on behalf of Owner. This Offering Memorandum and the contents, except such information which is a matter of public record or is provided in sources available to the public (such contents as so limited herein are called the “Contents”), are of a confidential nature. By accepting the package, you agree (i) to hold and treat it in the strictest confidence, (ii) not to photocopy or duplicate it, (iii) not to disclose the package or any of the contents to any other entity (except to outside advisors retained by you, if necessary, for your determination of whether or not to make a proposal and from whom you have obtained an agreement of confidentiality) without the prior written authorization of Owner or CT, (iv) not use the package or any of the contents in any fashion or manner detrimental to the interest of Owner or CT, and (v) to return it to CT immediately upon request of CT or Owner.
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this "Agreement") is entered into by Prospective Purchaser (defined below) for the benefit of CW SAN DIEGO TOWERS OLC LLC ("Owner"). Owner is the owner of that certain real estate described as the Library Tower Site located at 325-329 and 339 Park Blvd., 1248 K Street and 330 13th Street, in San Diego, CA 92101 (the "Property"). The effective date of this Agreement is the date signed below. In consideration of being provided Confidential Information (as hereafter defined), Prospective Purchaser agrees as follows: 1. The term "Confidential Information" as used herein means, collectively, (i) all information furnished by or on behalf of Owner regarding the Property, the Property's operation and/or a possible purchase of the Property by Prospective Purchaser (the “Proposed Transaction”), (ii) all analyses, notes, summaries or computer files generated by or for Prospective Purchaser or its Representatives (as hereafter defined) which are based upon or incorporate the information referred to in clause (i), and (iii) items and terms discussed or negotiated in connection with the Proposed Transaction. Notwithstanding the preceding sentence, "Confidential Information" shall not include information which (a) was in Prospective Purchaser's possession prior to the effective date hereof (provided that, to Prospective Purchaser's knowledge, the source of the information was not prohibited from transmitting it to Prospective Purchaser), (b) is or becomes publicly known, except for any such information that becomes publicly known because of disclosure by Prospective Purchaser or its Representative in violation of this Agreement, or (c) is required to be disclosed pursuant to judicial or regulatory action, law or similar legal process. At anytime upon the written request of Owner, Prospective Purchaser must return to Owner, or destroy, the Confidential Information. Such return or destruction must occur within five (5) business days after Owner’s request. If Prospective Purchaser chooses to destroy the Confidential Information, then such destruction must be certified to in writing and such certification delivered to Owner within such five (5) business day period. 2. Prospective Purchaser agrees that the Confidential Information will be used solely to evaluate the Proposed Transaction and must be kept confidential by Prospective Purchaser and its Representatives. Prospective Purchaser will not disclose Confidential Information or permit it to be disclosed to any other party, provided, however, that Confidential Information may be disclosed (and copies provided) to Prospective Purchaser's directors, officers, employees, financing sources, affiliates and advisors (collectively, “Representatives”), but only to the extent necessary to evaluate the Proposed Transaction, and, provided further, that such Representatives have agreed to be bound by the terms of this Agreement. The term "Representative" does not include any third party co-investor. Prospective Purchaser shall be responsible for any disclosure by its Representatives of the Confidential Information which is not expressly authorized hereby. Prospective Purchaser agrees to be responsible for enforcing the confidentiality provisions herein with respect to its Representatives. Within five (5) business days following Owner's request therefor, Prospective Purchaser will provide the names and addresses of all Representatives to whom Prospective Purchaser has provided Confidential Information. Neither Prospective Purchaser, nor any of its Representatives, shall directly or indirectly communicate with any tenants, property manager, leasing agents, service contractors, lien holders or other parties with any interest in or contractual relationship affecting the Property, except in the ordinary course of business unrelated to the Proposed Transaction. Nor shall Prospective Purchaser contact any governmental authority regarding the property without the prior written consent of Seller. 3. Prospective Purchaser for itself and on behalf of its Representatives, acknowledges and agrees that, except as may be set forth in a fully executed, definitive purchase agreement, neither Owner nor its affiliates, agents or advisors, and none of their respective officers, directors, employees, agents or controlling persons, has made or hereby makes any express or implied representations or warranties as to the accuracy or completeness of the Confidential Information. None of the foregoing persons shall have any liability to Prospective Purchaser or its Representatives relating to or arising from the use of any Confidential Information or for any errors therein or omissions therefrom. Prospective Purchaser and its Representatives are not entitled to rely on the accuracy or completeness of the Confidential Information. Prospective Purchaser and its Representatives agree to rely solely on their own independent investigation, analysis, appraisal and evaluation of the facts and circumstances in connection with the Proposed Transaction. 4. Owner may conduct the process that may or may not result in the Proposed Transaction in such manner as Owner, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive purchase agreement with any third party without notice to Prospective Purchaser). Owner reserves the right to change (in its sole discretion, at any time and without notice) the procedures relating to Owner’s and Prospective Purchaser's consideration of the Proposed Transaction. This Agreement is not an offer to sell and shall not be construed as such. Owner is under no obligation to sell the Property by virtue of this Agreement. Owner may discontinue the marketing of the Property at any time for any reason or no reason in Owner's sole discretion and without notice to Prospective Purchaser.
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5. In the event of any breach of this Agreement by Prospective Purchaser or its Representative, Owner would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, without prejudice to any rights and remedies otherwise available to Owner, Owner shall be entitled (i) to equitable relief by way of injunction in the event of a breach of any provision of this Agreement, and (ii) to compel specific performance, in each case without the need for proof of actual damages. Prospective Purchaser agrees to indemnify Owner for any losses, claims, damages, costs and expenses, including reasonable attorneys’ fees, that Owner may incur or suffer in connection with the breach of this Agreement and/or its enforcement. 6. This Agreement shall be binding upon Prospective Purchaser's successors and assigns and shall inure to the benefit of and be enforceable by the respective successors and assigns of Owner. Owner and its successors and assigns shall be deemed the beneficiaries of this Agreement, and shall be entitled to all the rights and remedies accorded to such parties at law or in equity. This Agreement shall be governed by the laws of the state in which the Property is located. This Agreement may be waived, amended or modified only by a written instrument signed by both Owner and Prospective Purchaser, which shall set forth specifically the provisions of this Agreement that are to be so waived, amended or modified. Time is of the essence in connection with the performance of Prospective Purchaser's and its Representative's obligations pursuant to this Agreement 7. Notwithstanding anything herein to the contrary, Prospective Purchaser and its Representatives may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates' directors and employees to comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the federal income tax treatment of the Investment but does not include information relating to the identity of the parties hereto or their respective affiliates. 8. The term of this Agreement shall be two (2) years from the effective date hereof; provided, that if Owner delivers a written notice to Prospective Purchaser of any claim or cause of action arising hereunder during such two (2) year period, then such claim or cause of action shall survive said two (2) year period. Prospective Purchaser: Date: _____________________________ Name of Prospective Purchaser By: ______________________________________ (Signature) Print Name: _______________________________ Title: ____________________________________ Address:
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Telephone:
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Fax:
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Email:
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RETURN TO TIM WINSLOW: Fax: 858-630-6320 Email: [email protected]
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