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.
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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
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Planning Comm. Other or
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Action:
Committee Approval: Yes No
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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