HomeMy WebLinkAbout4765RESOLUTION NO. 4 7 6 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN WASHINGTON AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A
MEMORANDUM OF AGREEMENTS WITH CERADIMM,
LLC REPLACING AND SUPERSEDING THE MASTER
DEVELOPMENT AGREEMENT WITH ALPERT
INTERNATIONAL, LLLP PREVIOUSLY APPROVED BY
PASSAGE OF RESOLUTION NO. 4663
WHEREAS, the City Council of the City of Auburn, Washington, previously
entered into a Master Development Agreement with Alpert International LLLP for
development of properties belonging to the City and assistance in development
proposals for other neighboring properties in the downtown area; and
WHEREAS, that initial Master Development Agreement expired and the City
entered into a subsequent refined Master Development Agreement with Alpert
International LLLP following the Council's passage of Resolution No 4663; and
WHEREAS, subsequent to the passage of Resolution No 4663, Alpert
International, LLLP and the City have jointly identified the need to clarify roles and
responsibilities currently assigned to Alpert International, LLLP in the Master
Development Agreement to reduce uncertainty in working relationships, set reasonable
expectations in the delivery of services, increase the understanding of neighboring
property owners and assist in the marketing of City owned properties; and
WHEREAS, the Auburn City Council believes that the needs expressed above
can be best addressed through the replacement and superseding of Resolution No.
4663 with a Memorandum of Agreement and associated Option to Purchase Real
Property; and
WHEREAS, Alpert International LLLP has recently combined its operations with
Ceradimm, LLC of which Spencer Alpert is a member and would remain the primary
individual involved in working with the City of Auburn;
NOW THEREFORE, IN LIGHT OF THE ABOVE FINDINGS, THE CITY
COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as
follows:
Section 1. That the Mayor of the City of Auburn and the Auburn City Clerk are
hereby authorized to execute a Memorandum of Agreement and Option to Purchase
Real Property with Ceradimm, LLC, which Agreement and Option shall be in substantial
Resolution No 4765
October 20, 2011
Page 1
conformity with the Agreement attached hereto as Exhibit "A" and the Option attached
hereto as Exhibit "B ", both of which are incorporated herein by reference.
Section 2. That this Resolution and the agreements attached shall replace
and supersede the Master Development Agreement between the City of Auburn and
Alpert International, LLLP, and any other Agreements authorized by Resolution No.
4663 passed by the Auburn City Council on December 20, 2010, and /or any other
related agreements between the same parties prior thereto
Section 3. That the Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation
Section 4. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
r
Dated and Signed this o2 /s' day of
ATTEST:
Danielle E. Daskam,
City Clerk
AP'' ROV A TO FOR
iel B.
City Attorney
Resolution No. 4765
October 20, 2011
Page 2
CI
, 2011.
P ER B. ` EWIS,
MAYOR
November 21, 2011
MEMORANDUM OF AGREEMENT
Emma L. A1pert,,Manager
CERADIMM, LLC
701 Fifth Avenue, Suite 7100
Seattle, WA 98104
RE: City of Auburn Downtown Property Development
Dear Ceradimm, LLC:
This letter constitutes the Memorandum of Agreement (MOA) between the parties, replacing and
superseding the Master Development Agreement entered into by and between the City of Auburn and
Alpert International, dated December 20, 2010, and any other Agreements prior thereto. In addition to
and contemporaneous with this MOA, the parties have entered into an Option Agreement whereby you
have options to purchase certain parcels of real property of the City of Auburn. Your agreement to enter
into this Agreement serves as the consideration for the Option Agreement.
You agree to do the following:
a. Market properties within, Auburn Junction to prospective developers, tenants or third party
interests.
b. Assist the City in the development of marketing information and products for Auburn Junction.
c Work with the City and its listing agent in the direct marketing efforts of City properties.
d. Assist the City in strategizing and planning for Auburn Junction.
e. Assist the City in its coordination with private property owners in Auburn Junction and private
property owners adjacent to Auburn Junction.
f. Provide the City as requested or needed with updates to the Auburn Junction Conceptual
Development Plan.
g.
Assist City staff as requested in presentations or communications to City Council or its
committees
h. Meet with City staff as requested to coordinate and strategize on marketing and development for
Auburn Junction.
If you choose not to exercise the Option Agreement — and the options to purchase the various parcels
described therein — this MOA contemplates that you would work with real estate professionals and
developers to facilitate the development of the City owned parcels, and your compensation for those
services would be from the real estate professionals and developers who develop or sell to developers
City owned parcels. You agree that the City is not obligated under this Agreement to compensate you
for any work you perform under this Agreement except for any transaction with Williams & Dame
Development or its affiliate, in which event Ceradimm, LLC will be compensated for such work by
either Williams & Dame or the City on terms similar to those approved by the City for real estate
professionals, as referenced above.
Additionally, if requested by the City, you shall assist and advise the City with the planning and
potential third party funding for a cultural arts center or other public facility (collectively, the "Public
Facility ") to be potentially developed independently, in conjunction with the development of City
property or properties, or elsewhere in downtown Auburn. Should such Public Facility be so planned by
December 31, 2013, and if such Public Facility is fully funded and developed by the City, you shall be
entitled to a fee equal to 1.5% of the total capital costs of such Public Facility project.
Please acknowledge your agreement to the above Memorandum of Agreement by signing this letter
below and returning a copy to me. Thank you very much.
Sincerely
Peter B. Lewis, Mayor
Attest:
Danielle Daskam, City Clerk
A/i4 as to F • " �
eid, i Attorney
CERADIMM, LLC
By CC"'
Emma L. Alpert, Manager
Date: Zolk
Return Address:
Auburn City Clerk
City of Auburn
25 West Main St.
Auburn, WA 88001
.20111227000172
FIRST AMERICAN OPT 70.00
PAGE 001 OF 009
1 /27/2011 09 37
KING COUNTY, LA
RECORDER'S COVER SHEET
Document Title(s) .(or 'transactions contaii`ied therein):
Option to Purchase Real Property r..
Reference Number(s) of Documents assigned or released:
°Additional reference A's on page of document
Grantor(s) /Borrower(s) (Last name first, then first name and initials),
Auburn, City of
Grantee /Assignee /Beneficiary: (Last name first)
1. Ceradimm, LLt
Legal Description (abbreviated: i.e, lot, block, plat or section, township, range)
Lots 3 and 4 Block 5, Town•.of Slaughter, Lots 1 and 2 Block 5, Town of Slaughter
® Additional legal is on page 7of document.
r r
Assessor's Property Tax Parcell4count Number
7815700240, 7815700225, 781570020, 7815700295,7815700290,
7815700285, 7815700300, 7815700505, 7815700310; 7815700325,
7815700326, 7815700327
0 Assessor Tax # not yet assigned
Sold documents were filed of
record as an acGommodattot► only,
It has not been examined es to
ton Or as to ire esics
After Recording, Return to:
Auburn City Clerk
25 West Main Street
Auburn, WA 98001
OPTION TO PURChASE REAL PROPERTY
THIS OPTION AGREEMENT ( "Agreement ") is made and entered into this s day of
�QCSLVVr , 20 b\ , by and between the CITY OF AUBURN, a Washington municipal •
corporation (hereinafter "GRANTOR") and Ceradimm, LLC, 701 Fifth Avenue, Suite 7100,
Seattle, WA 98104, a Washington limited liability company (hereinafter "GRANTEE ").
FOR GOOD AND VALUABLE CONSIDERATION; THE SU E1CIENCY OF WHICH
IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE as follows : - •
1. ' OPTION TO PURCHASE. The GRANTEE shall have the right t� purchase the
City Owned Parcels identified as Lots 1, 2, 3, 5, 6, 7, 9, 10, 11, 12, 13 and 14, in Exhibit "A" &
"B" ( "City Ownership legal••descriptions and map "), for the purchase"'price, lease arrangements
or outer alternative financial arrangements as determined below or enter into such other
agreements ftlf the purchase, lease, alternative financial arrangements and/or development of
said City Owned Parcels as shall be negotiated from time to time by the Parties. The term of this
Option Agreement shall be for a peri6d of time ending on December 31, 2013, which right may
be assigned by the GRANTEE to one or more assignees acceptable to the GRANTOR. For the
purposes hereof, the Mayor Of the•' City of Auburn shall be authorized to approve such
assignment(s) subject to approval by the Auburn City Council. It is provided, however, that as
an alternative to the purchase of City Owned Parcels, the parties may negotiate and execute
agreements for long -term leases of said City Owned Parcels.
2. PURCHASE PRICE OF CITY PARCELS. During the term of this Option
Agreement, the GRANTEE shall have the right to purchase the City Ocvned Parcels, collectively
or individually, for the purchase price determined through the process described below. The
purchase price for the City Owned Parcels, along with any City right- of- way' that may be
vacated, and rights pertaining to any City Owned Parcels ultimately included in their
development, shall be equitably negotiated in good faith by the parties during the term of this
Option Agreement or any extension hereof, reflective of factors pertinent to their reasonable
valuation as determined as of the date of the execution of this Agreement, and based oti'the value
of the land only, as the Parties agree that any buildings or improvements that riiay exist on the
property are not of value to the intended development.
The Parties further agree that if they are not able to successfully negotiate an agreed
purchase price within sixty (60) calendar days from the date the GRANTEE exercises an option
to purchase for any parcel(s) covered by this Option, in order to ensure a fair purchase price for
the ,,City Owned Parcels and any other City-owned property rights associated therewith, the
GRANTOR may engage an independent MAI appraiser to determine the value of the City
Owned Parcels, which" valuation shall be the purchase price, except as set forth below.
GRANTOR will provide the MAI appraisal to GRANTEE within thirty (30) calendar days of the
end of the 60 -day negotiation period. If the valuation of the GRANTOR's MAI appraiser is not
acceptable to the GRANTEE,, the GRANTEE"may engage an independent MAI appraiser to
determine the valuation, and milst provlde•it to GR.ANTOR within thirty (30) days of the receipt
of GRANTOR's appraisal/ If the GRANTEE's MAI appraiser determines a value that is within
ten percent (10 %) of the •GRANTOR's MAI aipraiser's value, the lower valuation shall be used
as the purchase price' for the City Owned Parcels, If the difference in valuation exceeds ten
percent (10 %), the GRANTOR's MAI appraiser and-the GRANTEE's MAI appraiser shall
within thirty (30) calendar days of the determination that the valuation exceeds ten percent (10 %)
select a third MAI appraiser and the three appraisers Shall determine the valuation within sixty
(60) calendar days, and that valuation shall be the purchase price for the City Owned Parcels.
Each party shall be responsible for the CQSts of its' appraiser, ,and •the • two ,parties shall share,
equally, in the .costs of the third appraiser.
Alternatively, if the parties agree to pursue long-term leases of said 'City Owned Parcels,
including agreement on the length and terms of the leases, 'as an alternative to and instead of the
purchase /sale of the parcels, if the parties cannot agree on the amount of lease payments, the
parties shall employ a similar strategy for determining valuation/payment amounts of the leases
similar to the strategy described above. Any other arrangements contemplated by this Agreement
shall be by mutual consent of the Parties.
Any such, purchase or lease of_ ,a, Lot on which a building or structure is located shall
include the fallowing requirements: First,. that all buildings or structures thereon shall be
demolished/removed within ninety (90) days following the purchase or lease and the issuance of
all permit(s) for site development or building construction, Provided that if no permit(s) for site
development or building construction has/have been issued, then the all buildings or structures
thereon shall be demolished/removed. within eighteen (18) months following the purchase or
lease. The GRANTEE shall be responsible for their demolition/removal; Second, that the
purchase and sale (or lease) agreement °shall contain terms and conditions requiring GRANTEE
or its successor in interest to submit a complete •application e for development of the property
within twelve months of the closing date, which development shall provide that vertical
construction shall begin no later than twenty -four (24) months after•the date the application is
deemed complete
If the buildings or structures thereon are not demolished/removed within•the time -frame
described above, or if either an application is not submitted within twelve months of the closing
date, or vertical construction has not begun within twenty-four (24) months .of the date the
application is deemed complete, the sale /purchase or lease of said parcel(s) hall be voided,
rescinded, and nullified, and its title and/or possession shall automatically .revert to the
GRANTOR. Any purchase price paid to the GRANTOR shall be returned to the GRANTEE;
however, GRANTEE shall not be entitled to any additional payments from the GRANTOR,
including but not limited to interest or development costs, and the property
For the purposes hereof, including the Developer's Rights/Options to Purchase or Lease,
as .•described herein below, "City Owned Parcels" shall also include parcels located within the
four-block area bounded by Main Street to the North, A Street SW to the West, 2nd Street
SW /SE to the South and A Street... SE' to the East, that are subsequently purchased by the
GRANTOR during the term of this Aement or any extension(s) thereof, and may include
other "Outpareels" located within the area depleted in Exhibit "B" (" Downtown Redevelopment
Area ") that are subsequently purchased jy The GRANTOR during the term of this Agreement or
any extension(s). thereof, provided that' "City (Ailed Parcels" shall not include parcels that may
be purchased by the GRANTOR withir"rthe idealtified'target areas where the parcels are expressly
purchased for municipal purposes.
3. RIGHT OF FIRST REFUSAL:. In addition to the terms above, the parties further
agree that if the GRANTOR receives an acceptable, bona fide offer to purchase any of the City
Owned Parcels described herein during the term of this Agreement, the GRANTEE shall have a
right of first refusal to purchase said City -owned patcel(s). In the event the GRANTOR desires
to sell the Property to the OFFERER of such bona fide offer to purchase, then the GRANTOR
shall so notify GRANTEE in writing, specifying the proposed 'property address and/or
description, the sale price and all other material tem'is and condition§ of the proposed sale,
together with a copy of the bona fide offer to purchase. '
In the event GRANTEE elects to exercise such right of First refusal and purchase said
parcel(s), GRANTEE ,shall.notify the GRANTOR of such intention,'and shall memorialize the
same,in agreement docunients executed and delivered to the GRANTOR within thirty (30) days
of GR,ANTGR's notice to GRANTEE of the bona fide offer to purchase, and GRANTOR shall
then sell said pareel(s) to 'GRANTEE ota the terms of such bona fide offer to purchase. If such
bona fide offer'-io purchase includes non- monetary terms or conditions that cannot reasonably be
satisfied by GRANTEE (sLch.as the provision of exchange property or other non - monetary
consideration), GRANTEE may provide cash consideration in lieu of such non - monetary
conditions.
In the event GRANTEE does not ,exercise such right of first refusal within the thirty (30)
day time period specified above, then the GRANTOR shall be free to sell the parcel(s) in strict
accordance with the terms of the bona fide offer to•purchase (without amendment thereto) to the
buyer stated therein. If GRANTOR does not conclude such sale, then GRANTEE'S right of first
refusal shall apply to all future bona fide offers to purchase such parcel(s).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives on the date first above written.
CERA.DIMM, LLC
.By
Emma L. A' pert, Mvlanager Peter B. Lewis, ayor
Attest:
Danielle Daskam, City Clerk
Approved as -to Form:
far/ 41/
t . - CI k Attorney •' '
STATE OF WASHINGTON )
) ss
COUNTY OF KING ) /
' On this" c. `it' day of W -t 6 by , 20 ii , before me, the undersigned, a
' Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared
Peter B. Lewis. and Danielle Daskam, to me known as the Mayor and City Clerk, for the City of Auburn,
• the municipal corporation who executed the,,within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and
purposes therein mentioned, and Wi`nath,.stated that they are authorized to execute said instrument on
behalf of said municipal corporation. •
GIVEN under my hand and offreiafseal this r day of
mo d {E 1C I%
27:‘,4;1".087;414
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4i/p 1 11 M01-
STATE OF WASHINGTON )
COUNTY 'OF KING
ON THIS 5
ss.
/.120C e4'-- . 20 // .
NAME
q•
NOTARYPUBLIC in and for the State of
,Washington residing at e 00.
My Commission Expires: 3 z9. /5
d a y of 7e c.0 •v.%%Qe"-• , 20 1 l , before mne, personally appeared
. a n d ' , to me known to be the • c . and
for Ceradimm, LLC, the company on whose behalf he sZ�c1they xecuted the
within and foregoing it;struaient, and acknowledged the said instrument to be the free and voluntary act
and deed of ,said company, for the uses and purposes therein mentioned, and on oath stated that
healthey is/are authorized to execute said instrument on behalf of said company.
1
GIVEN under m y hand•and o f f i c i a l s e a l this day of c e . . A b&.-- , 2 0 1 1 .
GLORIA WALTON �.�L�•! 1 � tA� t r
Notary Public, State of New,Yorit ( l
Qualified in Kings Co, unlY NAME
No 01WA6148264
My Commission Expires June 26.2014
NOTARY PUBLIC in and for the State of AD trJ `'iOA-C—_
l511, resiidingat Nt.I t- r4o4..4...
My Commission Expires:07- t . , OAt .b, I I
EXHIBIT "A"
Lot # j, - 7815700240
Lots 3 and 4, Block 5, Town. of Slaughter, according to the plat thereof recorded in
Volume 2 of Plats, page „56, ii..King County, Washington, subject to: Covenants,
Conditions, Restrictions and Easements''contained in the Lot Line Adjustment recorded
January 17, 2006,.under Recording l9ttmber. 2;0060 1 1 7002764; Agreement and the Terms
and Conditions thereof regarding the Common Wall recorded October 1, 1947, under
Recording Number. 3729624, .records of King County Washington.
[ 12 15t Street S», A uburn, WA 980021 • ,
Lot # 2 - 7815700225
Lots I and 2, Block 5, Town of Slaughter, According to the plat 'thereof recorded in
Volume 2 of Plats, page 56, in King County, Washington; together with that portion of
the vacated alley adjacent thereto as per City; of Auburn Ordinance, Number 5842,
recorded under King County Recording Number, 200407680(12028. Subject to: The
Easement and the Terms and Conditions therein reserved by the City of•Auburn affecting,
a portion of said premises within the vacated allcy,.'for utilities, recorded, July 8, 2004,
under Recording Number 20040708002028; the Agreement and, the Terms and
Conditions therein regarding the right to erect pilasters, recorded October I, 1947, under
Recording Number 3729624.
[101 S. Division Street, Auburn, WA 98002]
Lot # 3 , 7815700250
That portion of the Northeast quarter of the Southeast quarter of Section 13, Township 21
North, Range 4 East, WM, in,.King County Washington, being more particularly
described' as follows: Lots 5, 6 and the North half of Lots 7 and 8, Block 5, Town of
Slaughter, according tb the plat thereof recorded in. Volume 2 of Plats, page 56, records
of King County, Washington,
Except that portion•of said Lot 5 conveyed to the City of Auburn under Recording
Number 20010508002955,
(That portion of Lot 5, Black 5, Town of Slaughter, according to the plat thereof recorded in
Volume 2 of Plats, page Sift, recor.0 of Xing County, Washington, described as follows: Beginning
at the southwest corner of 'sitid Lot 5, Thence north along the' West margin of said.Lot 5, a
distance of 10 feet, Thence southeasterly to the South margin of said Lot 5,, Thence west along the
south margin of said Lot 5, a distance of !0 feet to the paint of beginning and containing 50
square feet)
Together with the South half of the vacated alley way abutting Lots 5, 6, 7 and S; .of said
Block 5, as vacated under Ordinance No 5842 and recorded under Recording Number
20040708002028; And Together With the North Half of the vacated alley way abutting
Lots 3 and 4, of said Block 5, as vacated under Ordinance Number 5842 and recorded
under Recording Number 20040708002028, All Situate in the County of King, State Qf
Washington. .,
Lot # 5 — 7815700295
• Lot 4, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
, King County, Washington.
[2 151 Street SE, Auburn, WA 98002]
Lot # 6 — 7815700290
Lot 3, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington. ; ; • ` •
Lot # 7 — 7815700285• • '
Those Portions of Lots 1 and 2, Block 6, Town of•Slaughter, according to the plat thereof
recorded in Volume 2 of Plats, page 56, in•King County, Washington, lying Westerly of a
line described as follows: Beginning at a point on the North line of said Lot 1 lying 62.5
feet Easterly of the Northwest Corner of said Lot 2;-Thence South' 00°00'22" West 29.5
feet; Thence South 89 °56'53" West 19, feet; Thence South 00 °00'22" West 75.69 feet;
Thence South 89 °56'19" West 43.52 feet 4o the West line of said Lot 2; Thence
Southerly along said West line IS feet to the Southwest comer of said Lot 2, being the
terminus of said line, also known as Lot A of City of Auburn Lot Line'Adjustment No
0003 -95, recorded under King County Recording NO 9502160960.
Lot # 9 — 7815700300 ' •
Lot 5', Block 6, Town of Slaughter, recorded in Volume 2 of Plats, •Page 56, records of
King County, Washington.
[ 122 S. Division Street]
Lot # 10 — 7815100305
Lot 6, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56,. records of
King County, Washington.
Lot # 11— 7815700310
Lot 7, Block 6, Town of, Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
Lot # 12 — 7815700325
The North 29.80 feet of Lot 8 North 60 Feet of Lot 8, Block 6, Town of Slaughter,
recorded in Volume 2 of Plats, Wage 56, records of King County, Washington.
[115 "A" Street SE, Auburn, WA 98001] '
Lot # 13 — 7815700326 •
The South 30.2 feet of the North 60 feet of Lot 8, Block 6, Town of Slaughter; recorded
in Volume 2 of Plats, Page 56, records of King County, Washington.
[ 117 "A" Street SE, Auburn, WA 98001]
Lot # 14 -- 7815700327
Lot 8, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records. of
King County, Washington, Except the North 60 feet thereof.
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Printed On. 12/12/11
Map ID: 3849
Information shown is for general reference purposes
Wclli fargo Block ri Parcels only and does not necessanly represent exact
geographic or cartographic data as mapped. The
Ci of Auburn makes no warrant as to its accurac .
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Downtown Redevelopment Area Parcels
Exhibit "B"
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2: 7815700225
3: 7815700250
5: 7815700295
6: 7815700290
7: 7815700285
9: 7815700300
10: 7815700305
11: 7815700310
12: 7815700325
13: 7815700326 _
14: 7815700327
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