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HomeMy WebLinkAboutAgenda Modification No. 1To: 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 Kevin Snyder, Planning Director Date: November 17, 2011 Interoffice Memorandum Engineering Division Re: Agenda Modification for the November 21, 2011 Public Works Committee Meeting This modification transmits the addition of the following agenda item: IV. DISCUSSION AND INFORMATION 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 Page 1 of 1 AL'mu Ua - M, 7 + : }'.X cRVOe _*.f' AGENDA BILL APPROVAL FORM WASHINGTON Agenda Subject: Date: Resolution No. 4766 - Exclusive Agency Listing Agreement with Jones November 15, 2011 Lang LaSalle Americas, Inc. Department: Planning and Attachments: Budget Impact: N/A Development Resolution No. 4766 Exhibit "1" - Exclusive Agency Listing A reement Administrative Recommendation: Discuss modified Resolution No. 4766 Background Summary: Please Note: The Planning and Community Development Committee at its regular October 24 2011 meeting recommended approval of Resolution No. 4766 to the full City Council. Subsequent to this meeting, staff has worked with Jones Lang LaSalle on certain modifications to Sections 3, 6 and 10 language of the Agreement. These changes are identified in the attached modified Agreement. Staff presented these modifications to the Planning and Community Development Committee at its November 141 2011 regular meeting. The Committee recommended approval to the full City Council of Resolution No. 4766 with the modifications to Agreement. 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: Reviewed by Departments & Divisions: ❑ Arts Commission COUNCIL COMMITTEES: ❑ Building ❑ M &O ❑ Airport ® Finance ❑ Cemetery ❑ Mayor ❑ Hearing Examiner ❑ Municipal Serv. ❑ Finance ❑ Parks ❑ Human Services ® Planning & CD ❑ Fire ® Planning ❑ Park Board ® Public Works ® Legal ❑ Police ❑ Planning Comm. ❑ Other ❑ Public Works ® Human Resources ❑ Information Services Action: Committee Approval: ❑Yes ❑No Council Approval: ❑Yes ❑No Call for Public Hearing Referred to Until Tabled Until Councilmember: Norman Staff: Snyder Meeting Date: November 21, 2011 Item Number: Page 1 of 1 RESOLUTION NO. 4 7 6 6 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 WHEREAS, the City of Auburn owns certain real property in the area of Auburn commonly referred to as Downtown Auburn; and, WHEREAS, the City of Auburn desires to see these properties developed with commercial and /or residential land uses in conformance with previously adopted design standards and guidelines; and, WHEREAS, 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; and, WHEREAS, the Auburn City Council believes that the use of professional real estate brokerage services 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; and, WHEREAS, Jones Lang LaSalle is a global real estate services firm with regional experience in commercial and residential brokerage, marketing, leasing and sales; NOW THEREFORE, IN LIGHT OF THE ABOVE FINDINGS, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute an Exclusive Agency Listing Agreement with Jones Lang LaSalle, which Agreement shall be in substantial conformity with the Agreement attached hereto as Exhibit 1" and incorporated herein by reference. Section 2. That the Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4766 October 20, 2011 Pagel Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. Heid, City Attorney Resolution No. 4766 October 20, 2011 Page 2 day of CITY OF AUBURN PETER B. LEWIS, MAYOR 2011. Exhibit 111" Jones Lang LaSalle Americas, Inc 1145 Broadway, Suite 1350 Tacoma, Washington Phone: (253) 272 -4662 Fax: (312) 470 4475 © Commercial Brokers Association 2011 (me 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 Exhibits A and B 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; (c) "sale" shall mean a transaction whereby fee title property interests are conveyed to another party and (d) "lessee" shall include sublessees, if applicable. The phrases "this Agreement" and "during the term hereof" include separate, written extensions or renewals of this Agreement. The phrase "Acceptable Tenant /Lessee /Purchaser shall mean an individual, entity or organization whose use the City has determined is consistent with its Comprehensive Plan and implementing regulations. 4. AGENCY /DUAL AGENCY. Owner authorizes Firm to appoint Steve Crantz, Mike Horner and Andrew Miller 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. Prior to the effective date of this Agreement, Owner shall receive 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 indemnify 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 a lessee on the terms of this Agreement, or on other terms acceptable to Owner; (b) Owner leases or sells the Property, whether through any other real estate firm or otherwise, 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, or other indication of interest to purchase or lease the Property during Jones Lang LaSalle Americas, Inc © Commercial Brokers 1145 Broadway, 1350 y� Association 2011 ALL RIGHTS RESERVED Tacoma, Washington Phone: (253) 272 -4662 CBA Form XLA me Fax: (312) 470 4475 Exclusive Agency Rev. 1/2011 Page 2 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) 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 or unsalable by an otherwise acceptable tenant/lessee /purchaser due to the Owner's voluntary act; or (e) Owner cancels this Agreement or otherwise prevents Firm from leasing or selling the Property after the Firm has produced an acceptable tenant/lessee /purchaser. The commission shall be calculated as follows: Six percent (6.0 %) of all gross receipts throughout the term of the first twenty (20) years of the lease. If a sale, then Six percent (6.0 %) of the gross sales price. 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. 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.ADDITIONAL TERMS. 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. EXCEPTIONS to this Agreement are: (a) transactions with the company of Williams and Dame Development, Inc. or Ceradimm, LLC, in which case commission will NOT be paid for any transaction accomplished by Williams and Dame Development, Inc., Ceradimm, LLC or any affiliate of either; (b) City use of lands owned by the City for public parking; (c) use of City land by authorized parties for temporary events or purposes; and (d) all leases, residential or commercial, on the parcel located at 2 1 st Street SE, Auburn, WA 98002. 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 me Exclusive Agency Rev. 1/2011 Page 3 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) OWNER City of Auburn By- (Owner/Authorized Signature) Name: Peter B. Lewis Title : Mayor Date: FIRM Jones Lang LaSalle Americas, Inc.- Tacoma Office, Firm (Company) (Office) By: Name: Title: Date: (Authorized Representative Signature) Jones Lang LaSalle Americas, Inc 1145 Broadway, Suite 1350 Tacoma, Washington Phone: (253) 272 -4662 Fax: (312) 470 4475 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 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XLA me Exclusive Agency Rev. 1/2011 Page 4 of 4 EXCLUSIVE AGENCY LISTING AGREEMENT (CONTINUED) EXHIBIT A (Legal Description) More detailed legal descriptions for the lots specified in Exhibit A are provided in Exhibit B. And "For purposes hereof, this Listing Agreement shall also include parcels located within the four -block area bounded by Main Street 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 C ( "Downtown Redevelopment Area ") that are subsequently purchased by the City during the term of this Listing Agreement or any extension(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"