Loading...
HomeMy WebLinkAboutITEM VIII-B-3 CITY OF„ - ** AUB V ltl~l AGENDA BILL APPROVAL FORM WASHINGTON Agenda Subject: Resolution No. 4220 -City Hall annex exclusive Date: August 6, 2007 negotiating agreement authorization. Department: Planning, Building Attachments: Resolution No. 4220 Budget Impact: NA & Community Administrative Recommendation: City Council adopt Resolution No. 4220. Background Summary: On May 25, 2007 the City of Auburn issued a Request for Proposals for the development and construction of a City Hall annex to be located at the northeast corner of East Main Street and Division Street in downtown Auburn. One proposal was received prior to the June 22, 2007 deadline. The proponent for the proposal, JLO Washington Enterprises Inc., made a presentation to the City Council at the July 31, 2007 committee of the whole meeting. Based on that presentation, a resolution authorizing the Mayor to enter into an exclusive negotiating agreement with the proponent has been prepared. The exclusive negotiating agreement will provide the framework for the City and the proponent to negotiate specific elements of the development proposal. After such time the exclusive negotiating agreement is executed then negotiations will commence. L0806-3 04.1.8 eviewe y ounce ommittees: e viewe y epartm ents rvisions: Arts Commission COUNCIL COMMITTE S: Building M&O Airport Finance Cemetery Mayor Hearing Examiner Municipal Serv. Finance Parks Human Services Planning & CD Fire Planning Park Board Public Works Legal k P li W Police R H Planning Comm. Other or c s ub uman esources Information Services Action: Committee Approval: Yes No / / bli Hearin ll f P C Y N _ g _ or u c a es o Council Approval: Referred to Until / / Tabled Unti~_T ~ Councilmember: Cerino Staff: Osaki Meetin Date: Au ust 6, 2007 Item Number: VI11.6.3 riU$U * MORE THAN YOU IMAGINED RESOLUTION NO.4 2 2 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO ENTER INTO AN EXCLUSIVE NEGOTIATING AGREEMENT WITH JLO WASHINGTON ENTERPRISES INC. FOR THE DEEVLOPMENT OF A CITY HALL ANNEX WHEREAS, on May 25, 2007 the City of Auburn issued a Request for Proposals for the development and construction of a City Hall annex to be located at the northeast corner of East Main Street and Division Street in downtown Auburn; and, WHEREAS, the deadline for the submittal of proposals was June 22, 2007; and, WHEREAS, the City has conducted a review of the proposal submitted in response to the City's request for proposals; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is authorized to enter into an exclusive negotiating agreement with JLO Washington Enterprises Inc. regarding the development of the City Hall Annex facility. The exclusive negotiating agreement shall be substantially in the form of Attachment "A" to the Resolution. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4220 August 1, 2007 Page 1 of 2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. DATED and SIGNED this day of , 2007. CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Resolution No. 4220 August 1, 2007 Page 2 of 2 City Attorney EXCLUSIVE NEGOTIATING AND DEVELOPMENT PLAN PREPARATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this day of 200_, by and between the CITY OF AUBURN ("City") and ("Developer") (collectively, the "Parties"). RECITALS The following recitals are a substantive part of this Agreement. A. The Auburn downtown area has been identified as a sub-area within the City of Auburn Comprehensive Plan as evidenced by the City Council's adoption of the Auburn Downtown Plan/Final EIS in May 2001. B. The Auburn downtown, and particularly the area shown in Exhibit "A", attached, which generally coincides the City of Auburn urban center as approved by King County and the Puget Sound Regional Council, and as evidenced by the Block by Block Analysis of "blight" for certain areas included as part of Exhibit "B", attached, has experienced substantial decline in the quality of the building stock, a substantial increase in building vacancies, and is -also characterized by the presence of vacant underutilized parcels that are difficult to develop due to their size and difficulties in aggregating adjoining parcels under different ownership. C. The Auburn downtown has also seen the decline of property maintenance which has impaired job growth and economic development in the city, which adversely impacts the ability to attract private sector investment, and thereby undermines and limits the tax base. D. The substantial physical dilapidation, deterioration and/or age or obsolescence of buildings, inappropriate uses of land or buildings, unsanitary or unsafe conditions, deterioration of sites, and the existence of conditions that endanger life or property by fire or other causes, all of which exist within the Auburn downtown, are collectively conducive to ill health, juvenile delinquency, crime, and substantially impair or arrest the sound growth of the Auburn downtown and its environs, constitute an economic and social liability, and in their present condition are detrimental to the public health, safety, welfare, or morals. E. The current Auburn downtown environment lends itself to residents electing to conduct business elsewhere, in surroundings that are perceived to be safer and more comfortable. F. The City of Auburn Comprehensive Plan as evidenced by the City Council's adoption of the Auburn Downtown Plan/Final EIS in May 2001 (the "Auburn Downtown Plan") recognizes that blight conflicts with the goal of establishing a high quality pedestrian oriented downtown. G. In recognizing that blight exists in the Auburn downtown, the Auburn Downtown Plan contains goals and policies to address such blight including, by way of example, "Goal 2 To remove or diminish the impact of blighting influences throughout downtown." "Policy 2-1 Encouraging removal Removal of blighting influences is encouraged." "Policy 2-2 Public sector investment When private sector investment is not feasible or timely, public sector investments in catalyst projects should be considered. The City shall have the ability to acquire properties to aggregate into larger projects." H. The Washington State legislature in its 2002 session amended the State's Urban Renewal Law, renaming it the "Community Renewal Law" and providing additional tools for cities for the revitalization of "Community Renewal Areas" which are blighted areas designated as appropriate for "Community Renewal Projects" as set forth in Chapter 35.81 RCW. I. Undertakings related to the rehabilitation, redevelopment or combination thereof of blighted areas is necessary and in the interest of the public health, safety, morals and welfare of the residents of the City. J. The Auburn Downtown Plan, together with the "Community Renewal Area Financial Plan" and the "Downtown Project Area Residential Displacement Plan" attached at Exhibit "B", constitutes an appropriate Community Renewal Plan for the Auburn downtown. K. The Community Renewal Plan contains a sound and adequate financial program for financing renewal projects. L. The Community Renewal Plan contains a feasible plan for making available adequate housing for the residents who may be displaced. M. The Community Renewal Plan conforms to the City's Comprehensive Plan. N. The Community Renewal Plan will afford the maximum opportunity, consistent with the needs of the City, for the rehabilitation or redevelopment of the community renewal area by private enterprise. O. Following public notices and public hearing, the City Council found, as stated in its Ordinance No. 6049, that a sound and adequate financial program exists for financing the community renewal projects given funding programs, City partnerships in proposed projects and anticipated private development financing. P. The City Council also found that it is in the best interest of the City to designate downtown Auburn as a "Blighted Area", and adopt a Community Renewal Plan for the Auburn downtown. Q. In addition to the other less used and blighted areas, the City has ownership interest in property along the north side of Main Street East, between Division Street and Auburn Avenue (City Hall Annex Block) which it intends to use as a City Hall Annex, either independently or as a part of a joint public -private development. R. In furtherance of the goals and policies of the City's Comprehensive Plan and the Auburn Downtown Plan, and to stimulate economic revitalization in the Downtown area, and to provide for a much needed City Hall Annex, and at the same time providing for a central gathering place and focal point for the community, and to develop the City Hall Annex Block (Site), the City established a process to select a developer of the Site. S. As part of the selection process for the development/design team, the Developer prepared conceptual design plans and a preliminary feasibility analysis. T. Based on such conceptual plans and analysis, the City Council selected the Developer as the preferred development/design team. U. The parties agree and acknowledge that the purpose of this Agreement (phase 1 contract) is to identify the terms and conditions under which the Parties will prepare and select the preferred design alternative for the Site, and negotiate an agreement for purchase and sale and development of the Site (phase 2 contract). V. The Parties intend that during the term of this Agreement, each will perform certain actions and responsibilities under this Agreement. AGREEMENT Now, therefore, in consideration of the following terms and conditions, the Parties agree as follows: 1. Development Plan Preparation and Site Description. Pursuant to input and guidance from the City, the Developer shall prepare a preferred design and development plan ("Conceptual Plan") for the City-owned parcels shown on Exhibit "C" ("Site"), together with a feasibility analysis and finance plan for the Conceptual Plan. The Conceptual Plan shall include uses approved by the City, and shall be consistent with (1) the Auburn Comprehensive Plan, and (2) the Auburn Downtown Plan/BIS (2001) and (3) Auburn City Code including but not limited to, the Downtown Urban Center (DUC) zone and Downtown Design standards. 2. Term Sheet. Based on discussions with the City, the Developer shall submit to the City on or before a term sheet for purchase of the Site, which shall include the general terms and conditions of purchase ("Term Sheet"). The City Council shall consider the Term Sheet on or before 3. Plan Schedule. The Conceptual Plan shall be prepared pursuant to City review and public input as set forth in the schedule on Exhibit "D" ("Schedule"). 4. Designated Representatives. The designated representative for the City shall be the Mayor, or designee ("City representative"), and the designated representative for the Developer shall be , or designee ("Developer representative"). 5. Additional Parcels. Upon prior approval of the City representative, the Developer may include in the Conceptual Plan any parcels that are within the same block; except that, off street parking may be provided at locations consistent with requirements of the City's zoning code. If requested by the Developer, the City shall assist the Developer in any reasonable manner (except through eminent domain) to include such approved additional parcels in the Conceptual Plan. 6. Other Developments. Unless authorized in advance by the City representative, the Developer agrees not to negotiate or enter into an agreement with any person for development of real property in the City that has uses similar to those contemplated for or included in the Conceptual Plan. 7. Exclusivity: Negotiation of Development Agreement. During the term of this Agreement, the Developer shall have the exclusive right to work with the City to prepare the Conceptual Plan, and to negotiate an agreement to purchase and develop the Site, which agreement shall include all terms and conditions necessary to transfer the Site and to provide for its development as desired by the Parties ("Development Agreement"). 8. No Obligation; Termination of Process. The Parties agree to work diligently and in good faith to carry out their respective duties and obligations under this Agreement and to prepare the Conceptual Plan and Development Agreement for presentation to the City Council. However, this Agreement does not obligate either the City or the Developer to accept the Conceptual Plan, to execute a Development Agreement, or to sell/purchase the Site. 9. Term. The term of this Agreement shall for a period of commencing on .Upon prior notice to the Developer, the City Council may extend this Agreement for additional sixty (60) day periods. Upon prior notice to the City, the Developer may extend this Agreement for one additional sixty (60) day period, provided that the Developer has satisfied the deadlines and benchmark dates set forth in the Schedule. Any reference in this Agreement to the term or period of this Agreement shall be deemed to include any extended period. 10. Plan Preparation and Negotiating Fee. To compensate the City for removing the Site from sale on the open market for the term of this Agreement, and for compensating the City for the costs of preparing and performing this Agreement and any amendments to this Agreement, the Developer shall pay to the City the amount of on or before and on or before , as anon-refundable planning/negotiating fee. The City shall retain the fees in a separate account, and shall use such fees to pay for the City's costs of preparing and performing this Agreement. The fees shall not apply to the purchase price payment. 11. Reports and Communication. The Developer shall submit monthly written reports to the City representative regarding progress toward meeting the Schedule and satisfying the terms and conditions of this Agreement. The Developer also shall provide to the City representative such additional information as is reasonably requested by the City representative. Unless otherwise agreed by the City representative and the Developer representative, the Parties shall communicate with each other through such representatives. 12. Site Environmental Assessments. The Developer at its sole cost and expense shall be entitled (and not be obligated) to conduct or cause to be conducted environmental assessments, audits and/or testing of the Site. Any such work shall be the sole responsibility of the Developer in accordance with all applicable laws and regulations, and shall be coordinated with the City to minimize disruption of existing uses and activities at the Site. Upon request by the City, the Developer shall make available to the City any written documents relating to such environmental assessments, audits and/or testing of the Site. The Developer shall have the right to terminate this Agreement upon fifteen (15) days advance notice to the City if the Developer is not reasonably satisfied with the findings and conclusions of such environmental assessments, audits and/or testing. However, the Parties acknowledge and agree that specific representations and warranties, agreements, obligations, liabilities, or responsibilities pertaining to the condition of the Site will be the subject of negotiations between the Parties in connection with the Development Agreement. 13. Reports and Analyses. Each Party reserves the right to request reasonable additional information and data from the other Party to allow thorough review and evaluation of the Term Sheet, Conceptual Plan. Development Agreement and Site development. Each Party agrees to provide such information and data to the other Party in a timely manner, to the extent permitted by law. The City acknowledges that it may receive sensitive and proprietary information regarding the Developer's business, the release of which could cause harm to the Developer. The City shall keep such information and data confidential to the extent permitted by law. 14. Costs and Expenses. Except as provided otherwise by this Agreement, the Parties shall be responsible for their respective costs and expenses related to the tasks, activities, duties and obligations under this Agreement. 15. Change in Developer. The City selected the Developer based on its qualifications as an experienced and successful developer of retail and mixed use projects. No other person or entity, including but not limited to a voluntary or involuntary successor of the Developer, shall have any rights or powers under this Agreement. The Developer shall not assign all or any part of this Agreement to any person or entity without the prior written consent of the City, which consent the City may grant or deny at its sole discretion. 16. Default. Failure by either party to perform any material duties of this Agreement shall constitute an event of default. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the action required to cure the default. If the default remains uncured for twenty-one (21) days after the date of such notice, the non-defaulting party may exercise the remedies set forth in paragraph 17. 17. Remedies for Default Release. In the event of an uncured default under this Agreement, the sole remedy of the non-defaulting Party shall be to terminate this Agreement Each Party hereby waives, discharges .and releases the other Party from any and all demands, claims, causes of action or damages, legal or equitable, based on or arising from the subject matter of or acts and omissions under this Agreement. The Developer knowingly agrees that it shall have no right to specific performance for conveyance of, nor to claim any right of title or interest in, the Site or any portion thereof. 18. Definition of Party. For purposes of paragraphs 17 and 22 of this Agreement, the term "Party" shall mean and include the Party's officers, employees, attorneys, agents, servants, representatives, subsidiaries, affiliates, partners, assigns, predecessors and successors, and all other persons, firms or corporations with whom the Party has been, is now or may hereafter be affiliated in connection with this Agreement. 19. SEPA. On or before ,and in .connection with the Term Sheet, the Parties shall determine the process for and cost allocation of SEPA review for the Conceptual Plan, the Development Agreement, the Site transfer and the Site development. 20. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties. 21. No Development Approval. Nothing in this Agreement shall be construed as a grant of development rights or land use entitlements. Any such rights or entitlements shall be subject to the review and approval of the City, subject to applicable policies, procedures and regulations. By execution of this Agreement, the City is not committing itself to or agreeing to undertake the disposition and development of the Site, or any other acts or activities requiring the subsequent independent exercise of discretion by the City or any agency or department thereof. 22. Hold Harmless/Indemnification: Third Party Rights. This Agreement is solely for the benefit of the Parties and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. Each Party agrees to and hereby does defend, hold harmless and indemnify the other Party from any and all claims, damages and injuries based on or arising out of the subject matter or acts and omissions under this Agreement. 23. Notices. All notices provided for in this Agreement may be delivered in person or sent by recognized overnight courier, facsimile, email or United States Mail, postage prepaid. If mailed by United States Mail, the notice shall be considered delivered three (3) business days after deposit in the Mail. Any notice sent by facsimile or email shall also be sent by United States Mail or recognized overnight courier, and shall be deemed received on the date of receipt if received before 5:00 p.m. Seattle time on a regular business day; otherwise, it shall be deemed received on the next business day. The addresses to be used in connection with such correspondence are as follows: IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives on the date first above written. CITY OF AUBURN DEVELOPER Peter B. Lewis, Mayor By Its Attest: By Danielle Daskam, City Clerk Approved as to Form: Its Daniel B. Heid, City Attorney EXHIBIT A Downtown Area EXHIBIT B Blighted Area EXHIBIT C SITE MAP EXHIBIT D Conceptual Plan and Development Agreement Schedule