HomeMy WebLinkAbout4342RESOLUTION NO.4 3 4 2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO EXECUTE A LETTER OF INTENT WITH ALPERT
INTERNATIONAL, LLLP FOR DEVELOPMENT OF
DOWNTOWN PROPERTIES
WHEREAS, the City of Auburn owns certain pieces of real property
within the downtown area which the City desires to see developed; and
WHEREAS, pursuant to the City's downtown revitalization plan, the City
made a request for proposals for interested developers; and
WHEREAS, one of the developers, Alpert International, LLLP, submitted
a response to the request for proposals and in this regard, the City is interested
in entering into a Letter of Intent for a 90 day period of time with Alpert
International, LLLP to develop agreements for the development of the property
or for strategies on how the property could be developed.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor is authorized to execute the Letter of Intent,
in substantial conformity with the agreement, a copy of which is attached
hereto, marked as Exhibit A and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Resolution No. 4342
April 9, 2008
Page 1 of 2
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day of 2008.
UB RN
PETER B. LEWIS
MAYOR
ATTEST:
Dan' Ile E. Daskam, City Clerk
AP
Daniel B. H
Resolution No. 4342
April 9, 2008
Page 2 of 2
Alpert International, LLLP
7525 SE 24t" St., Suite 330
Mercer Island, WA 98040
Seller: City of Auburn
Purchaser: Alpert International LLLP
Property: The city owns real property located in the city of Auburn, King
County, Washington, described as King County Tax Parcel Numbers:
7815700115, 7815700135, 7815700250, 7815700285, 7815700290,
7815700295, 7815700300, 7815700305, 7815700310, 7815700325,
7815700326, and 7815700327 consisting of 94,510 square feet, herein
referred to as the "City Property".
Outparcels: The Parties acknowledge that in order for the Project, as defined
below, to become feasible certain additional parcels to be identified in
a Master Development Agreement or MDA, as defined below, and
currently owned by multiple third parties may need to be incorporated.
These properties lie in close proximity to the City Property and are
identified herein as the "Outparcels". Purchaser agrees to take the lead
in all negotiations for acquisition of rights pertaining to the Outparcels
as desired by Seller. Currently identified Outparcels as shown on
preliminary Project maps include King County Tax Parcel Numbers:
7815700005, 7815700015, 7815700020, 7815700030, 7815700047,
7815700070, 7815700075, 7815700085, 7815700095, 7815700110,
7815700120, 7815700225, 7815700240, 7815700265, 7815700280,
7815700290, 7815700295, 7815700310, and 7815700327.
Associated Parcels: In addition to the City Property and the Outparcels, the parties may
wish to associate other nearby parcels with the Project (the
"Associated Parcels"). Purchaser agrees to take the lead in all
negotiations for acquisition of rights pertaining to the Associated
Parcels as desired by Seller. Currently identified Associated Parcels
include King County Tax Parcel Numbers: 0019000020, 0019000025,
0019000050, 0019000055, 0019000090, 0019000091, 0019000092,
001900100, 0019000105, 0019000110, 0019000120, 0019000125,
0492000605, 0492000610, 7331400135, 7331400235, 7331400237,
7331400239, 7331400240, 7815700305, 7331400315, 7331400345,
7331400380, 7331400400, 7331400401, 7331400405, 7331400415,
7331400427, 7331400447, 7815700340, 7815700360, 7815700370,
7815700380, 7815700390, 7815700410, 7815700420, 7816200005,
7816200010, and 7816200015.
Letter of Intent City of Auburn - Alpert International Page 1 of 3
Together the City Property, Outparcels and Associated Parcels shall be
referred to as the "Real Property".
Purchase Price: The purchase price for the City Property, along with any city right-of-
way to be vacated and rights pertaining to any city-owned Associated
Parcels ultimately included in the Project, shall be equitably negotiated
in good faith by the parties during the Engagement Period, as defined
below. The Parties further agree that in order to ensure a purchase
price for the City Property and any other city-owned rights that reflects
equitable value, one or more independent appraisers, acceptable to
Seller on a commercially reasonable basis, may be retained by the
parties to determine such value.
Seller recently purchased the subject property and the purchase price
shall serve as the starting point for negotiations between the Parties for
the purchase price of the City Property. The purchase price for city-
owned Associated Property, along with other valuable city rights to be
acquired by Purchaser (such as rights-of-way) shall be equitably
negotiated by the parties in a manner similar to the City Property and
may be offset by Purchaser's incorporation of public spaces within the
Project.
Engagement Period: Upon execution of this Letter of Intent, the Parties agree to engage in
exclusive, good faith negotiations for a period of ninety (90) days (the
"Engagement Period") or extended if agreed to by both parties, with
the intent to enter into the MDA, in the form of a public-private
partnership or other such agreement providing for the redevelopment
of the Real Property (the "Project"). The Project will be known as
Auburn Junction or by another mutually acceptable name. During the
Engagement Period the Parties will agree on all substantive provisions
of the MDA, such as defining the Project's scope (including physical
boundaries), definition and mutually-agreeable goals; acquisition of
City Property; acquisition method for the Outparcels; acquisition
method for the Associated Parcels; governmental financial
participation to ensure viability of the Project; and other key
provisions, including earnest money, entitlements, timing of purchases
and closing guidelines.
Project Characteristics: The Project shall be an environmentally conscious, master planned
mixed use development in an urban village setting to include a
combination of retail, commercial, residential, and public uses.
Additionally, the Project shall provide aesthetic appeal, ambience, and
connectivity to Main Street, brick fagade to complement the nearby
transit station and parking facility, and shall be consistent with the
design elements and standards provided in Seller's downtown plan.
Letter of Intent City of Auburn - Alpert International Page 2 of 3
City Participation: It is anticipated that the Parties will enter into a definitive agreement
with respect to all aspects of the Project (the "Master Development
Agreement" or "MDA") during the Engagement Period. The MDA
will incorporate provisions for certain government financing and
possibly the creation of a Public Facilities District so as to enhance
public use infrastructure in the downtown area for the benefit of the
Downtown Revitalization Catalyst Area and the entire Auburn
community. Procedures for mutually pursuing financial incentives and
participations by other, third party governmental entities for the further
enhancement of Auburn's downtown revitalization may also be agreed
upon during the Engagement Period.
Closing: Closing on individual parcels, as agreed to by the Parties, shall occur
in a manner consistent with the phasing of the Project. Initial
redevelopment is intended to occur in the Project's northwest quadrant
(i.e. along Main Street, across from City Hall). Further details of the
phasing and closing processes shall be agreed upon during the
Engagement Period.
This Letter of Intent is not intended to create, nor does either party presently have any binding
legal obligation, except for the Engagement Period section above. It is the Parties' mutual
intention immediately to proceed in good faith in the negotiation of a definitive Master
Development Agreement incorporating the preceding key terms and conditions.
If this is acceptable to you, please sign in the place indicated below and return one fully-executed
letter to me.
Best regards,
Alpert International, LLLP
By: The Alpert Group Inc.
Its: General Partner
Spencer. Alpe , resident
CITY:
/ t day of ? ,2008:
City of A is
By:
Name.
??
Title:
Letter of Intent City of Auburn - Alpert International Page 3 of 3
ADDENDUM NO. 1
ADDENDUM TO LETTER OF INTENT
BETWEEN ALPERT INTERNATIONAL, LLLP AND THE CITY OF AUBURN
RELATING TO DEVELOPMENT OF DOWNTOWN
THIS ADDENDUM is made and entered into this 24th day of July, 2008, by and between
Alpert International, LLLP, (hereinafter referred to as "Purchaser") and the CITY OF AUBURN, a
municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), as an
addendum to the Letter of Intent between the parties to develop City Parcels in the Downtown Area
executed on the 21St day of April, 2008.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the
PARTIES HERETO HEREBY AGREE as follows:
A. Engagement Period: Upon execution of this Addendum the Parties agree to extend the
Letter of Intent Engagement Period for an additional period of forty five (45) days ("Extension
Period") as agreed to by both Parties with the intent to enter into the MDA, as outlined in City
Resolution 4342 and incorporated in Exhibit A.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and
year first above written.
[Signatures are on the following page]
Page 1
ALPERT INTERNATIONAL, LLP
By:
Spencer Alpe k?esident
Attest:
OF A
By: V-
Peter .Lewis , Mayor
Attest:
By: By: - ; G-
Its: Danielle E. Daskam. City Clerk
Approved as to form: Approved as to form:
Attorney for niel B. eid, City Attorney
Page 2
ADDENDUM NO. 2
ADDENDUM TO LETTER OF INTENT
BETWEEN ALPERT INTERNATIONAL, LLLP AND THE CITY OF AUBURN
RELATING TO DEVELOPMENT OF DOWNTOWN
THIS ADDENDUM is made and entered into this 2nd day of September,
2008, by and between Alpert International, LLLP, (hereinafter referred to as
"Purchaser") and the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "CITY"), AS AN ADDENDUM TO THE
Leter of Intent between the parties to develop City Parcels in the Downtown Area
executed on the 21St day of April, 2008 and ADDENDUM NO. 1 extending the
Letter of Intent Engagment Period for an additional thirty (30) days.
NOW THEREFORE in considereation of their mutual covenants,
conditions and promises, the PARTIES HERETO HEREBY AGREE as follows:
A. Engagement Period: Upon execution of this addendum the Parties
agree to extend the Letter of Intent Engagement Period and
Addendum No. 1 for an additional period of thirty (30) days ("Extension
Period") beyond the original term and the extended term provided in
Addendum No. 1, as agreed to by both Parties with the intent to enter
into the MDA, AS OUTLINED IN City Resolution 4342 and
incorporated in Exhibit A.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
[signatures are on the following page]
ALPERT INTERNATIONAL, LLP
.-
By:- ?--
Spencer Al
7--"-, President
11
Attest:
By.
TiP,ey ww.P N
Its:
Approved as to form:
Attorney for
By:
OFAUBURN
Peter B. Lewis, Mayor
Attest:
By: A' "
Da 'elle E. Daskam
City Clerk
Approved as to form: