HomeMy WebLinkAboutAuburn Professional Plaza LLC MOUU,.4-,Ir
Execution Version
MEMORANDUM OF UNDERSTANDING
THE CITY OF AUBURN AND AUBURN PROFESSIONAL PLAZA LLC
REGARDING DEVELOPMENT OF CITY HALL ANNEX SITE
This Memorandum of Understanding ("MOU") is entered into by and between the CITY
OF AUBURN, Washington, a municipal corporation (the "City"), and AUBURN
PROFESSIONAL PLAZA LLC, a Washington limited liability company (the "Developer").
The City and Developer (together, the "Parties") agree as follows:
Section 1. Recitals
1.1 The Developer is the owner of a portion of the City Hall Annex Block (bounded
by East Main Street, North Division Street, First Street NE and Auburn Avenue, in the City of
Auburn, the "Annex Block"). The City is the owner of a portion of the Annex Block.
1.2 The City views the Annex Block as a key component of its governmental
operations as well as of the overall economic vitality of downtown. For this reason, it has
targeted redevelopment as a primary goal, recognizing that redevelopment will result in benefits
to surrounding neighborhoods, generation of additional revenues to the City, and will provide the
potential for creation of a community center with a defined sense of place in furtherance of the
City's planning goals and objectives.
1.3 The City, pursuant to chapters 35.42 and 35.81 RCW, intends to convey to the
Developer the City-owned parcels in the Annex Block and the Developer plans to pursue
redevelopment of the Annex Block in an economically feasible manner, including development
of office space suitable for housing city offices, to be known as the Auburn Professional Plaza.
The Parties further intend that the City will lease from the Developer a portion of the Auburn
Professional Plaza, which portion is hereinafter referred to as the City Hall Annex. Under the
proposed lease, the Developer will grant the City an option to purchase the City Hall Annex from
the Developer.
1.4 In order for the City and the Developer to proceed, certain condominium
documents must be prepared, and the Parties have determined to share the costs of preparation of
these documents.
Section 2. Annex Block Condominium Documents.
2.1 Legal Fees. The Parties agree that the condominium documents will be prepared
by the City's special counsel, Foster Pepper PLLC ("City's Counsel"), but that the parties will
share responsibility for the legal fees and costs incurred in connection with this preparation as
provided in this MOU. The City shall require that the City's Counsel provide monthly billing for
its work on preparing the condominium documents separately from its other billing and shall
send its bills directly to the City, with copies to the Developer. The Developer shall be
responsible for reimbursing the City for 50% of the amounts billed by the City's Counsel, in
connection with drafting and negotiating the condominium documents. The City will bill the
Developer's portion and such amount will be due and payable upon receipt of invoice. The City
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shall be responsible for the remainder of the City's Counsel's fees. The Parties acknowledge that
the City's Counsel will be representing the City and that the Developer is not a client of the
City's Counsel.
2.2 Required Documents. City's Counsel will prepare (or review, as indicated
below) the following documents:
2.2.1 Condominium Declaration
2.2.2 Bylaws for Owner Association
2.2.3 Articles of Incorporation for Owners Association
2.2.4 Organization Minutes for Owners Association
2.2.5 Rules and Regulations for Condominium
2.2.6 Review of the Budget for the Owner Association (Budget prepared by
parties or third-party consultant)
2.2.7 Review of the Survey Map and Plans for the Condominium (Survey Map
and Plans prepared by third-party surveyor)
Section 3. Miscellaneous.
3.1 Modifications to MOU. This MOU may not be modified or amended without
the approval by City ordinance and the concurrence of [Developer]. Any modifications to this
MOU must be in writing and signed by both Parties.
3.2 Binding Effect and Enforceability. The Parties acknowledge and agree that the
fee sharing agreement contained in this MOU is binding on the Parties regardless of whether the
Annex Block project is completed. The Parties further acknowledge and agree that this MOU
reflects the basic framework of an arrangement between the Parties on the matters set forth
herein.
3.3 Successors and Assigns. This MOU shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and assigns.
3.4 Governing Law. This MOU shall be governed by and construed according to the
laws of Washington.
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3.5 Counterparts. This MOU may be executed in any number of separate
counterparts and by each of the Parties in separate counterparts, each counterpart constituting an
original, and all such counterparts constituting but one and the same MOU.
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IN WITNESS WHEREOF, the Parties have executed this MOU on or about they day of
fit &r G-u2008.
AUBURN PROFESSIONAL PLAZA LLC
By
CIT
By `- ?
Its ayor
I HEREBY APPROVE the form of the foregoing Memorandum of Understanding this ? d y of
2008.
CITY OF AUBURN'S SPECIAL COUNSEL
By dalee?
Foster Pepper PLLC
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