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HomeMy WebLinkAbout11-07-2011 Agenda ModificationPage 1 of 1 Interoffice Memorandum Engineering Division To: Public Works Committee From: Dennis Dowdy, Public Works Director CC: Mayor City Clerk Councilmembers Dennis Selle Assistant Director/City Engineer Ingrid Gaub, Assistant City Engineer Date: November 3, 2011 Re: Agenda Modification for the November 7, 2011 Public Works Committee Meeting This modification transmits the addition of the following agenda item: IV. DISCUSSION AND INFORMATION E. Resolution No. 4765* (Snyder) 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 F. Resolution No. 4766* (Snyder) A Resolution of the City Council of the City of Auburn, Washington, Authorizing the Mayor and City Clerk to Execute an Exclusive Agency Listing Agreement with Jones Lang Lasalle for Real Estate Brokerage Services for Certain City Owned Properties in Downtown Auburn G. Post Office Access Update AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 4765 Date: November 3, 2011 Department: Planning and Development Attachments: Resolution Agreement Budget Impact: $0 Administrative Recommendation: Discussion only. Background Summary: The Auburn City Council 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. This initial Master Development Agreement expired and the City entered into a subsequent refined Master Development Agreement with Alpert International LLLP on December 20, 2010 following the Council's passage of Resolution No. 4663. Subsequent to the passage of Resolution No. 4663, Alpert International, LLLP and City staff 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. To address these needs, Alpert International, LLLP and City staff have identified a more appropriate agreement instrument would be a Memorandum of Agreement and associated Option to Purchase Real Property. The approval of Resolution No. 4765 would replace and supersede the Master Development Agreement currently in effect and effective as of the Council's passage of Resolution No. 4663. In addition, Alpert International LLLP has recently combined its operations with Ceradimm, LLC so the execution of the Memorandum of Agreement and/or Option to Purchase Real Property would occur with Ceradimm, LLC of which Spencer Alpert is a member. Mr. Alpert would remain the primary individual involved in working with the City of Auburn. The Planning and Community Development Committee at its October 24, 2011 regular meeting recommended on a motion action the introduction and adoption of Resolution No. 4765 to the City Council. AUBURN * MORE THAN YOU IMAGINEDDI.G Reviewed by Council Committees: Finance, Planning And Community Development, Public Works Councilmember:Staff:Snyder Meeting Date:November 7, 2011 Item Number:DI.G AUBURN * MORE THAN YOU IMAGINEDDI.G RESOLUTION NO. 4 T 6 5 A RESOLUTION OFTHE CITY COUNCIL. OFTHE CITY OF AUBURNWASHINGTON AUTHOF2IZING THE MAYOR AND CITYCLERK TO EXECUTE A MEMORANDUM OF AGREEMENTSWITH GERADIMM, LLC REPLACING AND SUPERSEDING THE MASTER DEVELOPMENT AGREEMENT WITH ALPERT INTERNATIONAL, LLLP PREVIOUSLY APPROVED BY PASSAGE OFRESOLUTION NO. 4663 WHEREAS, the City Council of theCity of Auburn, Washington, previously entered into a Master DeveloPment Agreement with Alpert Intemational LLLP for development of properties belongingto the Ciry and assistance in development proposals for otherneighboringproperties in the downtown area; and WHEREAS, that initial Master Development Agreement expired and the City entered into a subsequent refined Master DeyelopmentAgreement with Alpert International LLLP following the Council's passage of Resolution No. 4663; and WHEREAS, subsequent to the passage of Resolution No. 4663, Alpert Intemational, LLLP andtheCity have jointly ideMifiedthe need toclarify rolesand responsibilities currently assigned to Alpert Intemational, LLLP in the Master Development Agreement to reduceuncertainty in wo icing 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 Aubum City Councilbelieves that the needs expressed aboVe can be bestaddressed through the eplacement 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 wRh Ceradimm, LLC of whichSpencer Alpert is a memberandwouldremain the primary individual involved in working with fhe City of Aubum; NOW THEREFORE, IN LIGHT OF THE ABOVE FINDINGS, THECITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 7. That the Mayor of the City ofAuburn and the Aubum City Clerk a e hereby authorized to execute a Memorandum of Agreement andOption to Purchase Real Property with Ceradimm, LLC, which Agreement and Option shallbe in substantial Resolution No. 4765 October 20, 2011 Page 1 DI.G conformity with the Agreement attached hereto as F chibit "A" and the Option attached hereto as Exhibit"B", both of which areincorporated hereinby reference. Section 2. That this Resolufion and the agreements attached shallreplace and supersede the Master Development Agreement between the City of Aubum and Alpert Intemational, LLLP, and anyother Agreements authorized by Resolution No. 4663 pessed by theAubum City Council on December 20, 2010, andfor any other related agreements between the same partiesprior thereto. Section 3. That theMayor is herebyauthorized 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 antl signatures hereon. Dated and Signed this day of 2011. CITY OF AUBURN PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk AP R V A TO FOR :. ief B. ' , . CityAttomey Resolution Na 4765 October 20, 2011 Page 2 DI.G - Page 1 - 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 ____ day of _______________, 20___, 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 SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE as follows: 1. OPTION TO PURCHASE. The GRANTEE shall have the right to 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 other alternative financial arrangements as determined below or enter into such other agreements for 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 period 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 Owned 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 on the value DI.G - Page 2 - of the land only, as the Parties agree that any buildings or improvements that may 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. GRANTOR will provide the MAI appraisal to GRANTEE within thirty (30) calendar days. 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 must provide it to GRANTOR within thirty (30) days. If the GRANTEE’s MAI appraiser determines a value that is within ten percent (10%) of the GRANTOR’s MAI appraiser’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 costs 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 following 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 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 DI.G - Page 3 - application is deemed complete, the sale/purchase or lease of said parcel(s) shall 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 Agreement or any extension(s) thereof, and may include other “Outparcels” located within the area depicted in Exhibit “C” (“ Downtown Redevelopment Area”) that are subsequently purchased by the GRANTOR during the term of this Agreement or any extension(s) thereof, provided that “City Owned Parcels” shall not include parcels that may be purchased by the GRANTOR within the identified target areas where the parcels are expressly purchased for municipal purposes. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives on the date first above written. CERADIMM, LLC By ________________________________ Emma L. Alpert, Manager GRANTOR OF AUBURN ___________________________________ Peter B. Lewis, Mayor Attest: ___________________________________ Danielle Daskam, City Clerk Approved as to Form: ___________________________________ Daniel B. Heid, City Attorney DI.G - Page 4 - STATE OF WASHINGTON ) ) ss COUNTY OF KING ) On this day of , 20___, 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 on oath stated that they are authorized to execute said instrument on behalf of said municipal corporation. GIVEN under my hand and official seal this day of , 20 . _______________________________________ NAME _______________________________________ NOTARY PUBLIC in and for the State of Washington, residing at ___________________ My Commission Expires: __________________ STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ON THIS ______ day of ________________, 20____, before me, personally appeared ___________________ and ___________________, to me known to be the _______________ and ____________________ for Ceradimm, LLC, the company on whose behalf he/she/they executed the within and foregoing instrument, 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 he/she/they is/are authorized to execute said instrument on behalf of said company. GIVEN under my hand and official seal this ______ day of ________________, 20____. _______________________________________ NAME ______________________________________ NOTARY PUBLIC in and for the State of Washington, residing at ___________________ My Commission Expires: __________________ DI.G - Page 5 - EXHIBIT “A” Lot # 1 – 7815700240 Lots 3 and 4, Block 5, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 56, in King County, Washington, subject to: Covenants, Conditions, Restrictions and Easements contained in the Lot Line Adjustment recorded January 17, 2006, under Recording Number 20060117002764; 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 1st Street SW, Auburn, WA 98002] Lot # 2 – 7815700225 Lots 1 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 20040708002028. 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 alley 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 1, 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 to 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 56, records of King County, Washington, described as follows: Beginning at the southwest corner of said 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 10 feet to the point of beginning and containing 50 square feet] Together with the South half of the vacated alley way abutting Lots 5, 6, 7 and 8, 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 of Washington. DI.G - Page 6 - Lot # 5 – 7815700295 Lot 4, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of King County, Washington. [2 1st 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 to the West line of said Lot 2; Thence Southerly along said West line 15 feet to the Southwest corner 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 – 7815700305 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, Page 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] DI.G - Page 7 - 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. DI.G - Page 8 - Exhibit “B” Exhibit “C” DI.G - Page 9 - DI.G AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 4766 Date: November 3, 2011 Department: Planning and Development Attachments: Resolution No. 4766 Agreement Exhibit B Budget Impact: $0 Administrative Recommendation: Discuss Resolution No. 4766. Background Summary: The City of Auburn owns certain real property in the area of Auburn commonly referred to as Downtown Auburn and desires to see these properties developed with commercial and/or residential land uses in conformance with previously adopted design standards and guidelines. City staff believe that the City is in need of professional real estate brokerage services to assist the City in marketing and negotiations for lease or sale of these City owned properties for commercial and/or residential land uses. The provision of these services by an outside party will provide the City access to specialty skills and services in the areas of property and tenant marketing and negotiations not currently available at the City that will assist in the furtherance of its goals for the development of City owned properties that will be of public benefit. City staff has identified Jones Lang LaSalle as the recommended provider of professional real estate services for the City. Jones Lang LaSalle is a global real estate services firm with an office in Tacoma, Washington that has regional experience in commercial and residential brokerage, marketing, leasing and sales. Reviewed by Council Committees: Finance, Planning And Community Development, Public Works Councilmember:Staff:Snyder Meeting Date:November 7, 2011 Item Number:DI.H AUBURN * MORE THAN YOU IMAGINEDDI.H RESOWTION NO. 4 76 6 A RESOLUTION OF THE CIN COUNCIL OF THE CITY OF AUBURNWASHINGTONAUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EXCLUSIVE AGENCY LISTING AGREEMENT WITH JONES LANG LASALLE FOR REAL ESTATE BROKERAGE SERVICES FOR CERTAW' CITY OWNED PROPERTIES IN DOWNTOWN AUBURN WHEREAS, the City of Aubum ownscertain real properly in the area of Aubum commonly referred to as Downtown Aubum; and WHEREAS, the City of Aubum desires to see these propertiesdeveloped with commercial and/or residential land uses in conformance with previously adopted design standards and guidelines; and 1NHEREAS, the City is in need of professional real estate brokerage services to assist the City in marketing and negotiations for lea§e or sale of these City owneii properties for commercial and/or residential landuses; and WHEREAS, the Aubum City Council believesthat the use of professional real estate brokerageservices will provide the City access to specialry skills and services in 4he areas of property and tenant marketing and negotiations not currenUy available at the City that will assist in thefurtherance of its goals for the development of Cityowned properties that will be of public benefd; and WHEREAS, Jones Lang LaSalle is a global real estate serdices firm with regional experience in commercial and residentialbrokerage, marketing, leasing and sales; NOW THEREFORE, IN LIGHT OF THE ABOVE FINDINGS, ?HE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That 4he Mayor of theCity of Aubum and the Aubum City Glerk are herebyauthorized to execute an Exclusive Agency Listing Agreement withJonesLang LaSalle, which Agreement shall be in substaMial conformity with the Agreement attached hereto as Exhibit"A" and incorpbratedfierein by reference. Section 2. Thatthe Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4766 Octo6er 20, 2011 Page 1 DI.H Section 3. That this Resolution shalltake effect and be in full force upon passage and signatures hereon. Dated and Signed this day of 2011. CITY OF AUBURN PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, CityClerk APFR VED AS TOFORM: ief . i , , City Attorney Resolution No. 4766 Qctober 20, 2011 Page 2 DI.H Jones Lang LaSalle Americas, Inc 1145 Broadway, Suite 1350 Tacoma, Washington Phone: (253) 272-4662 Fax: (312) 470 4475 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XLA Exclusive Agency Rev. 1/2011 Page 1 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT CBA Text Disclaimer: Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. This Agreement is made by and between City of Auburn (“Owner’) and Jones Lang LaSalle Americas, Inc. (“Firm”). Owner hereby grants to Firm the exclusive right to lease or sell, and to receipt for deposit in connection therewith, Owner’s commercial real estate legally described as set forth on attached Exhibit A located in the City of Auburn, King County, Washington (the “Property”). 1. DURATION OF AGREEMENT. This Agreement shall commence on the effective date of City Council approval and shall expire at 11:59 p.m. on December 31, 2013. 2. PRICE AND TERMS. Owner agrees to list the Property at a lease price of $TBD per square foot annually on a “triple net” basis and shall consider offers that include the following terms: Term of Lease: Minimum Five (5) Years Terms: Net, Net, Net Owner also agrees to list the property For Sale at a price $TBD. 3. DEFINITIONS. As used in this Agreement, (a) “CBA” shall mean the Commercial Brokers Association; (b) “lease” shall mean lease, sublease, sell, or enter into a contract to lease, sublease, or sell the Property; and (c) “lessee” shall include sublessees, if applicable. T he phrases “this Agreement” and “during the term hereof” include separate, written extensions or renewals of this Agreement. 4. AGENCY/DUAL AGENCY. Owner authorizes Firm to appoint Steve Crantz, Mike Horner as Owner’s Listing Broker. This Agreement creates an agency relationship with Listing Broker and any of Firm’s brokers who supervise Listing Broker’s performance as Owner’s agent (“Supervising Broker”). No other brokers affiliated with Firm are agents of Owner, except to the extent that Firm, in its discretion, appoints other brokers to act on Owner’s behalf as and when needed. If the Property is leased or sold to a tenant represented by one of Firm’s brokers other than Listing Broker (“Tenant’s Broker”), Owner consents to any Supervising Broker who also supervises Tenant’s Broker acting as a dual agent. If the Property is leased OR SOLD to a tenant who Listing Broker also represents, Owner consents to Listing Broker and Supervising Broker acting as dual agents. Owner has received from Listing Broker the pamphlet entitled “The Law of Real Estate Agency." If any of Firm’s brokers act as a dual agent, Firm shall be entitled to the entire commission payable under this Agreement plus any additional compensation Firm may have negotiated with the tenant. 5. PROPERTY OWNERSHIP AND INFORMATION. Owner warrants that Owner has the right to sell or lease the Property on the terms set forth in this Agreement, and that the Property is free and clear of any encumbrances which would interfere therewith. Owner also warrants that the information on the Property Information pages of this Agreement is correct. Owner understands that Firm and other members of CBA will make representations to prospective lessees based solely on the property information in this Agreement, and agrees to indemnif y and hold Firm and other members of CBA harmless in the event the foregoing warranties are incorrect. Owner acknowledges receipt of a copy of this Agreement, with the Property Information pages of this Agreement fully completed. 6. COMMISSION. Firm shall be entitled to a commission if: (a) Firm leases or procures a purchaser or lessee on the terms of this Agreement, or on other terms acceptable to Owner; (b) Owner leases or sells the Property through any other real estate firm during the term of this Agreement; (c) Owner leases or sells the Property within six months after the expiration or sooner termination of this Agreement to a person or entity that submitted an offer, Letter of Intent to purchase or lease, or has expressed interest to purchase or lease the Property during the term of this Agreement or that appears on any registration list provided by Firm pursuant to this Agreement or an "Affiliate" of such a person or entity that submitted an offer or that appears on the registration list; (d) the Property is made unleasable by an otherwise acceptable tenant/lessee due to the Owner's voluntary act; or (e) Owner cancels this DI.H Jones Lang LaSalle Americas, Inc. 1145 Broadway, Suite 1350 Tacoma, Washington 98402 Phone: (253) 272 4662 Fax: (312) 470 4475 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XLA Exclusive Agency Rev. 1/2011 Page 2 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) Agreement, or otherwise prevents Firm from leasing the Property after the Firm has produced an acceptable tenant/lessee. The commission for any completed transaction shall be calculated as follows: Six Percent (6.0%) of all gross lease revenues through the term of the first twenty (20) years of the lease. If a sale, then six percent (6.0%) of the gross sales price, with no offset or deduction whatsoever. The Firm's compensation will in no event be less than Six Percent (6.0%) for any transaction, including a long term land lease, contemplated in this Agency Agreement. Payment of lease commissions shall be paid one half (1/2) upon lease signing, and one half (1/2) upon tenant taking possession of the Leased Premises. Sales commissions will be paid in full at closing with no offset or deduction whatsoever. Firm shall submit any registration list to Owner within 15 days after the expiration or sooner termination of this Agreement and shall only include on the registration list persons or entities to whose attention the Property was brought through the signs, advertising or other action of Firm, or who received information secured directly or indirectly from or through Firm during the term of this Agreement. Owner shall provide the registration list to any other brokers that assist the Owner with this Property. "Affiliate" means, with respect to any person or entity that submitted an offer during the term of this Agreement or that appears on the registration list, a person or entity which has more than a 10% ownership or voting interest in such an entity or any entity in which more than 10% of the ownership or voting interests are owned or controlled by such a person or entity. 7. FIRM/MULTIPLE LISTING. Firm shall cause this listing to be published by CBA for distribution to all CBA members through CBA's listing distribution systems. Firm shall cooperate with all other members of CBA in working toward the lease of the property. Owner understands and agrees that all property information contained in this Agreement or otherwise given to CBA becomes the property of CBA, is not confidential, and will be given to third parties, including prospective purchasers AND lessees, other cooperating members of CBA who do not represent the Owner and, in some instances, may represent the purchaser or lessee and other parties granted access to CBA's listing systems. Owner agrees that Firm may record this Agreement. Regardless of whether a cooperating member is the firm of the lessee or purchaser, the Owner, neither or both, the member shall be entitled to receive the selling office's share of the commission as designated by the listing office. IT IS UNDERSTOOD THAT CBA IS NOT A PARTY TO THIS AGREEMENT, AND ITS SOLE FUNCTION IS TO FURNISH THE DESCRIPTIVE INFORMATION SET FORTH IN THIS LISTING TO ITS MEMBERS, WITHOUT VERIFICATION AND WITHOUT ASSUMING ANY RESPONSIBILITY FOR SUCH INFORMATION OR IN RESPECT TO THIS AGREEMENT. 8. ATTORNEY’S FEES. In the event either party employs an attorney to enforce any terms of this Agreement and is successful, the other party agrees to pay a reasonable attorney’s fee and any costs and expenses incurred. In the event of trial, venue shall be in the County in which the Property is located, the amount of the attorney’s fee shall be as fixed by the court. 9. TERMINATION. The Agreement may be terminated by either party following ninety (90) days written notification. 10. ADDITIONALTERMS. In addition to the Property Information pages of this Agreement and Exhibit A (legal description), the following amendments or addenda are part of this Agreement: City owned properties represented in this Agreement are available for possible office, retail, hotel, senior family or other residential development developed in accordance with applicable and adopted design standards and guidelines. This listing agreement covers all possible commercial and residential developments, either by lease or by sale. ONE EXCEPTION to this is the company of Williams and Dame Development, Inc. Broker will NOT be paid for any transaction accomplished by Williams and Dame Development, Inc. or any affiliate. DI.H Jones Lang LaSalle Americas, Inc. 1145 Broadway, Suite 1350 Tacoma, Washington 98402 Phone: (253) 272 4662 Fax: (312) 470 4475 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XLA Exclusive Agency Rev. 1/2011 Page 3 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) OWNER Owner/Authorized Signature Name: Peter B. Lewis Title Mayor Date ________________________________ FIRM Jones Lang LaSalle Americas, Inc. – Tacoma Office, Firm (Company) (Office) By (Authorized Representative) Date: ____________________________ DI.H Jones Lang LaSalle Americas, Inc. 1145 Broadway, Suite 1350 Tacoma, Washington 98402 Phone: (253) 272 4662 Fax: (312) 470 4475 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XLA Exclusive Agency Rev. 1/2011 Page 4 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) EXHIBIT A (Legal Description) Lot #1 – 7815700240 Lot #2 – 7815700225 Lot #3 - 7815700250 Lot #5 – 7815700295 Lot #6 - 7815700290 Lot #7 - 7815700285 Lot #9 - 7815700300 Lot #10 - 7815700305 Lot #11 - 7815700310 Lot #12 - 7815700325 Lot #13 - 7815700326 Lot #14 - 7815700327 And for purposes hereof, this Listing Agreement 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 City during the term of this Listing Agreement or any extension(s) thereof, along with any other “Outparcels” located within the area depicted on Exhibit “B” (Downtown Redevelopment Area) that are subsequently purchased by the City during the term of this Listing Agreement or any extensions(s) thereof, provided that this Listing Agreement shall not apply to any parcels identified in this section that may be purchased by the City where the parcels are expressly purchased for municipal purposes. DI.H Downtown Redevelopment Area EXHIBIT B l t1DS7NW a 2N Si NE o y Cl r 7 Auburn Regional IJ Medical Center 3 I'III '`( 7 F O 3 LJL J`v' _B V 7I e o West Aubum 7 51 ST NE ° High School r_- I a z 1} T T,,., w L oo 1I I City Auburn sa 1 T y Hdll Pi'ofeuian t TI aza I 7 V MAIN$T JN , MAWA Tiy I n J J Justice G Center WellsFargo Q Q m BI¢ck Q I ` „,_,e I Q y I 1 O 4.rtiT5i5M1VI L O r i ii i i 1.. i,.,- - r-- iu U Q s 3 c io Q Sa(eway a 1 a a 4 3 a Transit F r` I Center 4-J L J oQ o V Cj Q ° ' a ° t'"'^l 2r7DiT5 v 2NL STSE r'7 L n U L Q Q 0 o' fl Q G o o o 3ao sr svi o l, r' d i { 3eosrse o L.' aa o sssTS a oo o DowntownRedeveloPmentArea ildings IIJ o i_. Nlzlls Far90 Bbck Parcels DI.H