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EC18-188 - Original - CBRE Hotels - Representing City in Sale of Naden Site - 04/25/2018
`.ENT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. ❑ Blue/Motion Sheet Attached i2-frink Sheet Attached Vendor Name: CBRE Hotels Vendor Number Contract Number (City Clerk): Cil ' (� Category: Contract Aqreement Sub-Category (if applicable): Other Project Name: Represent the City in Sale of Real Property Contract Execution Date: 4/25/2018 Termination Date: 12/31/2018 Contract Manager: William Ellis Department: ECD Contract Amount. 3% of gross sale price of the property or 5.5% of gross sale price if purchaser has broker representation. Approval Authority: Director lf<ayor ❑ City Council Other Details: &7o _, ( / P� CBREEXCLUSIVE SALES LISTING AGREEMENT HOTELS BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER In consideration of the listing for sale of the real property hereinafter described (the "Property" or "Properties") by CBRE i Hotels ("Broker"), and Broker's agreement to use its best efforts to effect a sale of same, the undersigned ("Owner") hereby grants to Broker the exclusive right to sell the Property outlined below and further described in Exhibit A for a period commencing April 25,2018 and ending December 31,2018,(the"Term") at a price to be determined by Owner. Property: The land described in Exhibit A below, in the City of Kent, County of King, State of Washington. 1. Owner agrees to pay Broker a sales commission which shall be earned for services rendered if, during the Term: (a) the Property is sold to a purchaser procured by Broker, Owner or anyone else and such sale closes in accordance with the terms of the contract for sale; (b) any contract for the sale of the Property is entered into by Owner and such sale closes in accordance with the terms of the contract for sale (whether during the Term or thereafter), (c) Owner contributes or conveys the Property, or any portion thereof, to a partnership, joint venture or other business entity (in lieu of a sale of the Property); (d) Owner is a corporation, partnership or other business entity and an interest in such corporation, partnership or other business entity is transferred, whether by merger, outright purchase or otherwise, in lieu of a sale of the Property. 2, As used in this Agreement the term "sale" shall include an exchange of the Property, and also the granting of an option to purchase the Property. In the event such an option is exercised, whether during the Term or thereafter, Owner shall also pay Broker a sales commission on the gross sales price of the Property in accordance with this Agreement. Notwithstanding the foregoing, to the extent that all or part of the price paid for the option or any extension thereof is applied to the sales price of the Property, then any commission previously paid by Owner or Broker on account of such option payments shall be credited against the commission payable to Broker on account of the exercise of option. A commission shall only be paid when the sale closes. 3,, Broker's commission shall be Three Percent(3.0%)of the Gross Sales Price actually received by the Owner. The Gross Sales Price shall be calculated as described in Section 5 below. In the event the buyer has an outside broker representing their interest the Broker's commission shall be Five and a Half Percent(5.5%) which will be split between CBRE and the outside broker. 4. Gross Sales Price shall include any and all consideration received or receivable, in whatever form. This commission shall be paid at the close of escrow through escrow,or if there is no escrow, then upon recordation of the deed; provided, however, if the transaction involves an installment contract, then payment shall be made upon execution of such contract. In the event Owner contributes or conveys the Property or any interest therein to a joint venture, partnership, or other business entity, the commission shall be calculated on the greater of(1)the value assigned to the new partner or (2) the fair market value of the Property, less the value of the interest in the Property retained by or transferred to Owner, as the case may be, and shall be paid at the time of the contribution or transfer. If Owner is a partnership, corporation or other business entity,and an interest in the partnership,corporation or other business entity is transferred, whether by merger,outright purchase,or otherwise, in lieu of a sale of the Property, and applicable law does not prohibit the payment of a commission in connection with such sale or transfer, the commission shall be calculated on the fair market value of the Property, rather than the gross sales price, multiplied by the percentage of interest so transferred, and shall be paid at the time of the transfer. 5. CBRE shall assemble and produce for Owner's review and approval an offering data site and/or other marketing materials of a type, which is customary for similar properties. Owner shall provide the information in its possession, custody or control regarding the Property necessary for CBRE to prepare a professional offering brochure. The data site shall include, as appropriate, property facts, photographs, high-quality graphics, cash flow projections, market Page 1 of 6 Parcel Sale City of Kent,VJA competition data, descriptive area and location information, site plan, and other relevant information as available. For this project, CBRE shall waive the cost of any marketing expense reimbursements. 6. In the event Owner fails to make payments within the time limits set forth herein, then from the date due until paid the delinquent amount shall bear interest at the maximum rate permitted in the State of Washington. 7. Owner hereby acknowledges receipt of a copy of this Agreement and agrees that it shall be binding upon its heirs, successors and assignees. In the event Owner sells or otherwise disposes of its interest in the Property, Owner shall remain liable for payment of the commissions provided for in this Agreement. The term "Owner" as used herein shall be deemed to include the owner of the Properties or a party under contract to acquire one of both of the Properties. 8. Owner further agrees that Owner shall pay Broker a commission in accordance with paragraphs one (1)through eight (8) if, within fifty (50) calendar days after the expiration or termination of the Term, the Property is sold to, or Owner enters into a contract of sale of the Property with, or negotiations continue, resume or commence and thereafter continue leading to a sale of the Property to, any person or entity (including his/her/its successors, assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent), or to whom the Property has been submitted and with whom Broker has had substantive discussions, all of which shall have occurred prior to the expiration or earlier termination of the Term. Broker is authorized to continue negotiations with such persons or entities. Broker agrees to submit a list of such persons or entities to Owner no later than fifteen (15) calendar days following the expiration or termination of the Term, provided, however, that if a written offer has been submitted then it shall not be necessary to include the offerer's name on the list. 9. Commissions shall be payable hereunder at closing of escrow, recordation of deed, or taking of possession by the purchaser. 10, Unless otherwise provided herein, the terms and sale shall be, at the option of the purchaser, either cash or cash to any existing loan. Any offer may contain normal and customary contingencies such as those relating to the condition of the Property, title report, and timing of closing. 11. Owner and Broker agree that the Property will be offered in compliance with all applicable anti-discrimination laws. 12. Owner agrees to cooperate with Broker bringing about a sale of the Property and to refer immediately to Broker all inquiries of anyone interested in the Property. All negotiations should be through Broker. Broker shall keep Owner apprised of any and all negotiations. Broker is exclusively authorized to advertise the Property. Owner and its counsel will be responsible for determining the legal sufficiency of a purchase and sale agreement and other documents relating to any transaction contemplated by this Agreement. 13. Owner agrees to disclose to Broker and to prospective purchasers any and all information of which Owner has actual knowledge regarding present and future zoning and environmental matters affecting the Property and regarding the condition of the Property, including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks, in, on, or about the Property. Broker is authorized to disclose any such information to prospective purchasers or tenants. 14. Responsibility for Maintenance. CBRE shall NOT be responsible for maintenance of the Property or for damages of any kind occurring to the Property or its contents, including, but not limited to, vandalism and theft, unless CBRE caused such damage by its negligence. Owner hereby expressly releases and waives any and all rights, claims and causes of action against CBRE, except claims based on CBRE's negligence, willful misconduct or breach of this Agreement, for damages occurring to the Property or its contents. 15. Owner represents that it is the owner of the Property and that, except as may be set forth in an addendum attached hereto, no person or entity who has an ownership interest in the Property is a foreign person as defined in the Foreign Investment in Real Property Tax Act (commonly known as"FIRPTA"). 16. Broker hereby represents and warrants that it is duly licensed to do business in the State of Washington as a broker and to perform all of its duties and obligations under this Agreement. Page 2 of 6 Parcel Sale City of Kent,WA 17. In the event the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify Broker of the same and this Agreement shall terminate immediately. 18. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of this Agreement, then this Agreement shall be deemed suspended until such time as Owner may reacquire the Property within the Term. If this Agreement is suspended pursuant to this paragraph, Broker shall be free to enter into a listing agreement with any receiver, the party initiating the foreclosure, the party purchasing the Property at a foreclosure sale, or any other person having an interest in the Property. All notices or other communications required or permitted under this Agreement shall be in writing and shall be sent by a nationally recognized courier service or personally delivered (including by means of professional messenger service), or sent by registered or certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission and promptly confirmed in writing, to the addresses set forth below, and shall be deemed received when actually received. To Owner: Citv of Kent With a copy(which shall not constitute notice)to: Address: 220 Fourth Avenue Kent WA 98032 Name: Kurt Hanson, Director of Economic and Community Attn: William (Bill) Ellis, Chief Economic Development Development Officer Department Telephone: 253-856-5707 Telephone: 2 53.856.5706 Email : wellis@kentwa.gov Email: khanson@kentwa.gpv To CBRE: Cl Inc. Address: 1420 Fifth Avenue, Suite 1700 Seattle,WA 98101 Attn: Chris Burdett and Matthew Behrens Telephone: 2 06-2 92-1600 Email:Chris.burdett re-pom - matthew.behrensEo7olar .com Notice of a change in address shall be given by notice in the manner set forth in this Article. 19. Authority. Owner represents that it is duly authorized to enter into this Agreement and perform its obligations hereunder. Broker represents that it is duly authorized to enter into this Agreement and perform its obligations hereunder. 20, Extension/Early Termination. If, during the Term, an escrow is opened in connection with the sale, transfer or exchange of, or an option to purchase, the Property or any interest therein, or negotiations involving any of the foregoing transactions have commenced and are continuing,then the Term shall be automatically extended until(i)the transaction is consummated, (ii)the escrow is terminated or closed or(iii) the negotiations are terminated, provided that the Term would have otherwise expired during the extension period. Nothing in this Agreement shall be construed as a restriction or limitation on the parties' ability to agree to extend the Term. All extensions of the Term shall be memorialized in writing signed by Owner, or Owner's authorized representative, and CBRE. 21. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior discussions, negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and Broker. This Agreement shall be binding upon, and shall benefit, the heirs, successors, and assignees of the parties. In the event any clause, provision, paragraph or term of this Agreement shall be deemed to be unenforceable or void based on any controlling state or federal law, the remaining provisions hereof, and each part, shall remain unaffected and shall continue in full force and effect. 22. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real Property Tax Page 3 of 6 Parcel Sale City of Kent,WA Act, the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act. j 23. Owner and Broker appoint the individual(s)identified below as the designated individual broker of Owner,to the exclusion of all other licensees of Broker. All agents of Broker not identified herein as Designated Agents shall hereinafter be referred to as "Non-Designated Agents." Designated Agent(s) shall not disclose the confidential information of Owner to any other principal. Owner acknowledges and understands that Broker is a national brokerage firm and that, in some instances, Broker may represent prospective purchasers or tenants. Designated Agent(s) shall represent only the interest of the Owner and shall not, without the Owner's permission, disclose to a buyer or tenant or a broker designated to represent a buyer or tenant: (a) that the Owner may agree to a price,terms, or any conditions of sale other than those established by the Owner, (b) the Owner's motivation for engaging in the transaction unless disclosure is otherwise required by statute or rule. and (c) any information about the Owner which the Owner has identified as confidential unless disclosure of the information is otherwise required by statute or rule. Designated Agent (1): Chris Burdett Designated Agent (2): Matthew Behrens 24. Broker shall conduct all brokerage activities in regard to this Agreement without respect to race, color, religion, sex, national origin, handicap or familial status of any party or prospective party to the Agreement. 25. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington , without regard to conflict of law principles, in King County Superior Court If either party is required to institute legal action against the other party relating to this Agreement, each party shall be responsible for all of its own expenses in connection with such action, including reasonable attorneys'fees and costs. 26. CBRE, Inc. hereby discloses that it represents the Owner in this transaction. In accordance with Washington State Law, attached please find a pamphlet on"The Law of Real Estate Agency." n "C9A Ln of Reel EsmteAgemy Pee4(Please click on the icon to the left to view and print attachment) 27. Owner acknowledges that, prior to the execution of this Agreement, Broker furnished Owner and reviewed with Owner a copy of the brochure "The Law of Real Estate Agency." Additionally, Owner acknowledges that, prior to the execution of this Agreement, Broker furnished Owner and reviewed with Owner a copy of"Form 17—Commercial Seller Disclosure Statement."Form 17 is to be used in transfers of commercial real estate as defined in RCW 60.42.005. See RCW Chapter 64.06 for further explanations. Form 17 Commercial-updated(Please double click on the icons above to open and review the Initial Agency Disclosure Pamphlet and Form 17) 28. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Page 4 of 6 Parcel Sale City of Kent,WA CBRE, Inc. Licensed Real Estate Broker City of Kent fiI� uSlgned by: Owner By: \—MAODEFA )E41A Title: John Miller, Senior Manaoinci Director Title: Kurt"kanson, Direi Economic& Community Develooment Address: 1420 Fifth Avenue, Suite 1700 Seattle WA 98101 Address: 220 1 Avenue, Kent WA 98032 Date: 5/1/2018 Date: Telephone: 208 2q? i Rno Telephone: 253-856-5706 Dwu 1i by: Email: Khanson@Kentwa.gov By: 5:z2 19"An and �--547259CM2904EE Title: Chris Burdett, Executive Vice President By: -'Do"O'C"K�a Address: 1420 Fifth Avenue, Suite 1700 Title: Dana RAInh VInvnir Seattle WA 98101 5/1/2018 Address: 220 Fourth Avenue. Kent WA 98032 Date: Date: Telephone: 206.292,6070 Telephone: 253-856-5720 Email: Dralph@Kentwa,gov and By: Title: Kim Kramoto, City Clerk Address 220 Fourth Avenue. Kent WA 98032 Date: Telephone: 253-856-5720 Email: KkimeteMentwa.cov Kr_0f`,k0+6 ONSIJUT-YOUR ADVISORS-Thij d66unijr�Fii-f6�6I consequences. No representation or recommendallo-n-Ismade-by Broker-as to the legal or tax consequences of this Agreement or the transaction(s),which it contemplates These are questions for your attorney and financial advisors. Page 5 of 6 Parcel Sale City of Kent,WA Exhibit A Legal Description(s) and Survey Parcel# Size(SF) Size(Acres) 600000-0050 21,497 0.49 600000-0051 7,920 0.18 600000-0052 11,510 0.26 600000-0060 9,273 0.21 600000-0062 7,920 0.18 600000-0063 1,254 0.03 600000-0061 12,598 0.29 600000-0070 13,783 0.32 Total 85,755 1.96 A POF7110N OFTHE NW 114,8EG 2I,T.22 N.,R 4 E.,W.M. n ' I eu t"T 4�W !tlR yy 4W 1 I'I eNIpGCI M� ry CEUATIC NTER .....� A� �: rfN. rip ^� y F'@ u'r-� 1. r" �1 b ° � d p^ 'a _ 'c .: :oww� ate, pr 'ffiP d r ) _ i 4yt�^., ., ,w�{+"°?M+nr,er�nnn„ ,urnv+a naxmme„sann rm,mxmu,enwm '.'��ry-l. TEA z' .,IL" h.�44."�'Y5Y`RYa'+'��"•'"^^..x w. �. V#diF,9,k889�.'@.91Sf44Y"' wv sa s av��xxew. �M r t. �IRk "rfIMSJA"Nv'AA^ 1'cRd!n.'ri9p5AdtlC�" '�{id'r2 "�"...��°;r:0.Ri&".'LP.LRftP'^" ear R,AF�"A'C»& �F., "'P '.adE'✓C4:.�,�:�i2F9n.�" " PS':.Y✓XYt@tlyJ'.riu . Mr �� i4fi'S}+tlN�^ Page 6 of 6 Parcel Sale City of Kent,WA Form 17 Commercial O Copyright 2012 Seller Disclosure Statement Commercial Northwest Multiple Listing Service Rev.6112 SELLER DISCLOSURE STATEMENT' Commercial Brokers Association Page 1 of 4 COMMERCIAL PROPERTY ALL RIGHTS RESERVED SELLER: To be used In transfers of commercial real estate as defined In RCW 60.42,006.See RCW Chapter 64.06 for further explanations. INSTRUCTIONS TO THE SELLER Please complete the following form. Do not leave any spaces blank. If the question clearly does not apply to the property wris"NA," If j the answer is"yes"to any asterisked (•)item(s), please explain on attached sheets. Please refer to the line number(s)of the questions)when you provide your explanation(s). For your protection you must date and Initial each page of this disclosure statement and each attachment. Delivery of the disclosure statement must occur not later than five(5)business days, unless otherwise agreed, after mutual acceptance of a written purchase and sate agreement between Buyer and Seller. NOTICE TO THE BUYER THE FOLLOWING DISCLOSURES ARE MADE BY SELLER ABOUT THE CONDITION OF THE PROPERTY LOCATED AT CITY COUNTY ('THE PROPERTY")OR AS LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A. SELLER MAKES THE FOLLOWING DISCLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT.UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING,YOU HAVE THREE(3)BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT. IF THE SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT,THEN YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A PURCHASE AND SALE AGREEMENT. THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY.THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER. FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY,WHICH MAY INCLUDE, WITHOUT LIMITATION,ARCHITECTS, ENGINEERS,LAND SURVEYORS, PLUMBERS, ELECTRICIANS,ROOFERS, BUILDING INSPECTORS, ON-SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. THE PROSPECTIVE BUYER AND SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY OR TO PROVIDE APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION,DEFECTS OR WARRANTIES. Seller ❑Is/ ❑is not occupying the property. I. SELLER'S DISCLOSURES: If you answer"Yes"to a question with an asterisk(•),please explain your answer and attach documents, If available and not otherwise publicly recorded. If necessary,use an attached sheet. YES NO Don't 1. TITLE KNOW A. Do you have legal authority to sell the property? If no,please explain. ❑ ❑ ❑ •B. Is title to the property subject to any of the following? (1) First right of refusal ❑ ❑ ❑ (2) Option ❑ ❑ ❑ (3) Lease or rental agreement ❑ ❑ ❑ (4) Life estate? ❑ ❑ ❑ •C. Are there any encroachments,boundary agreements,or boundary disputes? ❑ ❑ ❑ •D. Is there any leased parking ❑ ❑ ❑ E. Is there a private road or easement agreement for access to the property? ❑ Cl ❑ F� Are there any rights-of-way.easements,shared use agreements or access limitations? ❑ ❑ ❑ G. Are there any written agreements for joint maintenance of an easement or right of way? ❑ ❑ ❑ •H. Are there any zoning violations or nonconforming uses? ❑ ❑ ❑ •I. Is there a survey for the property? ❑ ❑ ❑ "J. Are there any legal actions pending or threatened that affect the property? ❑ ❑ ❑ K. Is the property In compliance with the Americans with Disabilities Act? ❑ ❑ ❑ SELLER INITIALS: DATE SELLER INITIALS: DATE Form gemrsteo by.Time Forms" www.TrueForms.com BOOA99-9612 Form 17 Commercial ®Copyright 2012 Seller Disclosure Statement Commercial Northwest Multiple Listing Service Rev,6112 SELLER DISCLOSURE STATEMENT' Commercial Brokers Association Page 2 of 4 COMMERCIAL PROPERTY ALL RIGHTS RESERVED (coe4inued) YES NO Don't KNOW 2. WATER Are there any water rights for the property,such as a water tight permit,certificate,or claim? ❑ ❑ ❑ i 3. SEWERION-SITE',SEWAGE SYSTEM 'Is the property subject to any sewage system fees or charges In addition to those covered In your regularly billed sewer or on-site sewage system malntenance service? ❑ ❑ ❑ 4. STRUCTURAL "A. Has the roof leaked within the last 5 years? ❑ ❑ ❑ "B. Has any occupied subsurface Hooded or leaked within the last,five years? ❑ ❑ ❑ "C. Have there been any conversions,additions or remodeling? ❑ ❑ ❑ (1) If yes,were all building permits obtained? ❑ ❑ ❑ (2) If yes,were all final inspections obtained? ❑ ❑ ❑ "D. Has there been any settling,slippage,or sliding of the property or its Improvements? ❑ ❑ ❑ "E. Are there any defects with the following: (If yes,please check applicable Items and explain.) ❑ ❑ ❑ ❑ Foundations ❑ Slab Floors ❑ Doors ❑ Outbuildings ❑ Ceilings ❑ Exterior Walls ❑ Sidewalks ❑ Siding ❑ Interior Walls ❑ Other ❑ Windows 5. SYSTEMS AND FIXTURES *A. Are there any defects In the following systems? If yes..please explain. (1) Electrical system ❑ ❑ ❑ (2) Plumbing system ❑ ❑ ❑ (3) Heating and cooling systems ❑ ❑ ❑ (4) Fire and security system ❑ ❑ ❑ (5) Carbon monoxide alarms ❑ ❑ ❑ B. ENVIRONMENTAL "A. Have there been any goading,standing water,or drainage problems on the property that affect the property or access to the property? ❑ ❑ ❑ "B. Is there any material damage to the property from fire,wind,Hoods,beach movements, earthquake,expansive soils,or landslides? ❑ ❑ ❑ "C. Are there any shorelines,wetlands,Hoodplalns,or critical areas on the property? ❑ ❑ ❑ "D. Are there any substances,materials,or products In or on the property that may be environmental concerns,such as asbestos,formaldehyde,radon gas,lead-based paint,fuel or chemical storage tanks,or contaminated soil or water? ❑ ❑ O "E. Is there any soil or groundwater contamination? ❑ ❑ ❑ "F. Has the property been used as a legal or Illegal dumping site? ❑ ❑ ❑ "G. Has the property been used as an illegal drug manufacturing site? ❑ ❑ ❑ SELLER INITIALS:. DATE SELLER INITIALS: DATE Form generated by.TiveForms'" w JrueForms.com 800-499-9872 Form 17 Commercial O Copyright 2012 Seller Disclosure Statement Commercial Northwest Multiple Listing Service Rev-6/12 SELLER DISCLOSURE STATEMENT' Commercial Brokers Association Page 3 of COMMERCIAL PROPERTY ALL RIGHTS RESERVED (eonhmiad) 7. FULL DISCLOSURE BY SELLERS A. Other conditions or defects: 'Are there any other existing material defects affecting the property that a prospective buyer should know about? ❑ ❑ ❑ B. Verification The foregoing answers and attached explanations(If any)are complete and correct to the best of Seller's knowledge and Seller has received a copy hereof. Seller agrees to defend,indemnify and hold real estate licensees harmless from and against any and all claims that the above Information is inaccurate. Seller authorizes real estate licensees,if any,to deliver a copy of this disclosure statement to other real estate licensees and all prospective buyers of the property. Date: Date: Seller: Seller: NOTICES TO THE BUYER SEX OFFENDER REGISTRATION INFORMATION REGARDING REGISTERED SEX OFFENDERS MAY BE OBTAINED FROM LOCAL LAW ENFORCEMENT AGENCIES.THIS NOTICE IS INTENDED ONLY TO INFORM YOU OF WHERE TO OBTAIN THIS INFORMATION AND IS NOT AN INDICATION OF THE PRESENCE OF REGISTERED SEX OFFENDERS. II. BUYER'S ACKNOWLEDGEMENT Buyer hereby acknowledges that: A. Buyer has a duty to pay diligent attention to any material defects that are known to Buyer or can be known to Buyer by utilizing diligent attention and observation. B. The disclosures set forth in this statement and In any amendments to this statement are made only by the Seller and not by any real estate licensee or other party. C. Buyer acknowledges that, pursuant to RCW 64.06.050(2), real estate licensees are not liable for Inaccurate information provided by Seiler„except to the extent that real estate licensees know of such Inaccurate information. D. This Information is for disclosure only and is not Intended to be a part of the written agreement between Buyer and Seller. E. Buyer(which term Includes all persons signing the'Buyers acceptance"portion of this disclosure statement below)has received'a copy of this Disclosure Statement(Including attachments.If any)bearing Seller's signatures. DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON I SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRITING, BUYER SHALL HAVE THREE(3)BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT,YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR.AFTER THIS TIME YOU ENTER INTO A SALE AGREEMENT, BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS DISCLOSURE STATEMENT AND ACKNOWLEDGES THAT THE DISCLOSURES MADE HEREIN ARE THOSE OF THE SELLER ONLY, AND NOT OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. Date: Date: Buyer: Buyer: SELLER INITIALS: DATE SELLER INITIALS: DATE Frnm gewrated by:TrveForms" w .TrueForms.com 800-49&96r2 Form 17 Commercial ®Copyright 2012 Seller Disclosure Statement Commercial Northwest Multiple Listing Service Rev.6/12 SELLER DISCLOSURE STATEMENY Commercial Brokers Association Page 4 of 4 COMMERCIAL PROPERTY ALL RIGHTS RESERVED (corrhnued) BUYER'S WAIVER OF RIGHT TO REVOKE OFFER Buyer has read and reviewed the Seller's responses to this Seller Disetosure Statement. Buyer approves this statement and waives Buyer's right to revoke Buyer's offer based on this disclosure. Date: Date: Buyer: Buyer: BUYER'S WAIVER OF RIGHT TO RECEIVE COMPLETED SELLER DISCLOSURE STATEMENT Buyer has been advised of Buyer's right to receive a completed Seller Disdosure Statement. Buyerwalves that right. However,If the answer to any of the questions In the section entitled "Environmental"would be "yes," Buyer may not waive the receipt of the "Environmental"section of the Seller Disclosure Statement. Date: Date: Buyer: Buyer: If the answer is"Yes"to any asterisked(")Items,please explain below(use additional sheets if necessary).Please refer to the line number(s)of the question(s). SELLER INITIALS:, DATE SELLER INITIALS: DATE Form gemrated by TrveForms'" w .TrueForms.cam 800499-9612 The LAW Tf F7 REAL ESATE AGENCY Cat NCB' This pamphlet describes your legal rights in dealing with a real estate broker or salesperson. Please read it carefully before signing any documents. The following is only a brief summary of the attached law. SECTION 1. Definitions.Defines the specific terms used in the law. SECTION 2. Relationships between Licensees and the Public.States that a licensee who works with a buyer or tenant represents that buyer or tenant unless the licensee is the listing agent, a seller's subagent, a dual agent, the seller personally or the parties agree otherwise. Also states that in a transaction involving two different licensees affiliated with the same broker, the broker is a dual agent and each licensee solely represents his or her client—unless the parties agree in writing that both licensees are dual agents. SECTION 3. Duties of a Licensee Generally. Prescribes the duties that are owed by all licensees,regardless of who the licensee represents.Requires disclosure of the licensee's agency relationship in a specific transaction. SECTION 4. Duties of a Seller's Agent.Prescribes the additional duties of a licensee representing the seller or landlord only. SECTION 5. Duties of a Buyer's Agent.Prescribes the additional duties of a licensee representing the buyer or tenant only. SECTION 6. Duties of a Dual Agent. Prescribes the additional duties of a licensee representing both parties in the same transaction, and requires the written consent of both parties to the licensee acting as a dual agent. SECTION T Duration of Agency Relationship.Describes when an agency relationship begins and ends. Provides that the duties of accounting and confidentiality continue after the termination of an agency relationship. SECTION & Compensation.Allows brokers to share compensation with cooperating brokers. States that payment of compensation does not necessarily establish an agency relationship. Allows brokers to receive compensation from more than one party in a transaction with the parties' consent. SECTION 9. Vicarious Liability. Eliminates the common law liability of a party for the conduct of the party's agent or subagent,unless the agent or subagent is insolvent. Also limits the liability of a broker for the conduct of a subagent associated with a different broker. SECTION 10. Imputed Knowledge and Notice. Eliminates the common law rule that notice to or knowledge of an agent constitutes notice to or knowledge of the principal. SECTION 11. Interpretation.This law replaces the fiduciary duties owed by an agent to a principal under the common law, to the extent that it conflicts with the common law. (7) "Dual agent" means a licensee who has en- 'e*�SECTION 1 ` tered into an agency relationship with both the buyer and seller in the same transaction. DEFINITIONS (8)"Licensee"means a real estate broker,associ- Unless the context clearly requires otherwise,the ate real estate broker, or real estate salesperson, definitions in this section apply throughout this as those terms are defined in chapter 18.85 RCW. chapter. (9) "Material fact" means information that sub- (1)"Agency relationship"means the agency rela- stontially adversely affects the value of the prop- tionship created under this chapter or by written erty or a party's ability to perform its obligations agreement between a licensee and a buyer and/or in a real estate transaction,or operates to materi- seller relating to the performance of real estate ally impair or defeat the purpose of the transac- brokerage services by the licensee. tion. The fact or suspicion that the property, or (2)"Agent"means a licensee who has entered into any neighboring property, is or was the site of a an agency relationship with a buyer or seller. murder, suicide or other death,rape or other sex crime, assault or other violent crime, robbery or (3)"Business opportunity"means and includes a business, business opportunity, and goodwill of burglary,illegal drug activity,gang-related activ- an existing business, or any one or combination ity,political or religious activity,or other act,oc- thereof. currence,or use not adversely affecting the physi- cal condition of or title to the property is not a (4)"Buyer'means an actual or prospective pur- material fact. chaser in a real estate transaction,or an actual or (10) "Principal" means a buyer or a seller who prospective tenant in a real estate rental or lease transaction,as applicable. lic- ensee. has entered into an agency relationship with a(5)"Buyer's agent"means a licensee who has en- tered into an agency relationship with only the (11) "Real estate brokerage services" means the rendering of services for which a real estate li- buyer in a real estate transaction,and includes sub- agents engaged by a buyer's agent. cense is required under chapter 18.85 RCW. (12) "Real estate transaction (6)"Confidential information"means information transaction" involv- of any or "transaction" from or concerning a principal of a licensee that: means an actual or prospective t ing apurchase, sale, option, or exchange of any (a) Was acquired by the licensee during the interest in real property or a business opportunity, course of an agency relationship with the prin- or a lease or rental of real property. For purposes cipal; of this chapter,a prospective transaction does not (b)The principal reasonably expects to be kept exist until a written offer has been signed by at confidential; least one of the parties. (c) The principal has not disclosed or autho- rized to be disclosed to third parties; (13)"Seller"means an actual or prospective seller in a real estate transaction, or an actual or pro- (d) Would, if disclosed, operate to the detri- spective landlord in a real estate rental or lease ment of the principal;and transaction,as applicable. (e)The principal personally would not be ob- (14) "Seller's agent" means a licensee who has ligated to disclose to the other party. entered into an agency relationship with only the 2 seller in a real estate transaction,and includes sub- (3) A licensee may work with a party in separate agents engaged by a seller's agent. transactions pursuant to different relationships,in- (15)"Subagent'means a licensee who is engaged cluding,but not limited to,representing a party in to act on behalf of a principal by the principal's one transaction and at the same time not repre- agent where the principal has authorized the agent senting that party in a different transaction involy- in writing to appoint subagents. ing that party, if the licensee complies with this chapter in establishing the relationships for each - ---^-� transaction. SECTION RELATIONSHIPS BETWEEN LICENSEES / SECT'ION 3 AND THE PUBLIC (I) A licensee who performs real estate broker- DUTIES OF A LICENSEE GENERALLY age services for a buyer is a buyer's agent unless (I)Regardless of whether the licensee is an agent, the: a licensee owes to all parties to whom the licensee (a)Licensee has entered into a written agency renders real estate brokerage services the follow- agreement with the seller, in which case the ing duties, which may not be waived: licensee is a seller's agent; (a)To exercise reasonable skill and care; (b) Licensee has entered into a subagency (b)To deal honestly and in good faith; agreement with the seller's agent, in which (c) To present all written offers, written no- case the licensee is a seller's agent; tices and other written communications to and (c)Licensee has entered into a written agency from either party in a timely manner, regard- agreement with both parties,in which case the less of whether the property is subject to an licensee is a dual agent; existing contract for sale or the buyer is already (d) Licensee is the seller or one of the sellers; a party to an existing contract to purchase; or (d) To disclose all existing material (acts (e)Parties agree otherwise in writing after the known by the licensee and not apparent or licensee has complied with section 3(1)(f)of readily ascertainable to a party;provided that this act. this subsection shall not be construed to imply (2) In a transaction in which different licensees any duty to investigate matters that the licensee affiliated with the same broker represent differ- has not agreed to investigate; ent parties, the broker is a dual agent, and must (e)To account in a timely manner for all money obtain the written consent of both parties as re- and property received from or on behalf of ei- quired under section 6 of this act. In such a case, ther party; each licensee shall solely represent the party with (f) To provide a pamphlet on the law of real whom the licensee has an agency relationship, estate agency in the form prescribed in section unless all parties agree in writing that both lic- 13 of this act to all parties to whom the lic- ensees are dual agents. ensee renders real estate brokerage services, before the party signs an agency agreement 3 I I with the licensee,signs an offer in a real estate (c) To advise the seller to seek expert advice transaction handled by the licensee, consents on matters relating to the transaction that are to dual agency,or waives any rights,under sec- beyond the agent's expertise; tion 2(l)(e), 4(1)(e), 5(l)(e), or 6(2)(e) or (f) (d) Not to disclose any confidential informa- of this act, whichever occurs earliest; and tion from or about the seller,except under sub- (g)To disclose in writing to all parties to whom poena or court order,even after termination of the licensee renders real estate brokerage ser- the agency relationship;and vices, before the party signs an offer in a real (e)Unless otherwise agreed to in writing after estate transaction handled by the licensee, the seller's agent has complied with section whether the licensee represents the buyer, the 3(l)(t) of this act, to make a good faith and seller, both parties, or neither party. The dis- continuous effort to find a buyer for the prop- closure shall be set forth in a separate para- erty; except that a seller's agent is not obli- graph entitled "Agency Disclosure" in the gated to seek additional offers to purchase the agreement between the buyer and seller or in a property while the property is subject to an ex- separate writing entitled"Agency Disclosure." isting contract for sale. (2) Unless otherwise agreed, a licensee owes no (2)(a) The showing of properties not owned by duty to conduct an independent inspection of the the seller to prospective buyers or the listing property or to conduct an independent investiga- of competing properties for sale by a seller's tion of either party's financial condition,and owes agent does not in and of itself breach the duty no duty to independently verify the accuracy or of loyalty to the seller or create a conflict of completeness of any statement made by either interest. party or by any source reasonably believed by the (b)The representation of more than one seller by licensee to be reliable. different licensees affiliated with the same bro- ker in competing transactions involving the same buyer does not in and of itself breach the duty of loyalty to the sellers or create a con- �SECTION 4 flict of interest. DUTIES OF A SELLER'S AGENT (1)Unless additional duties are agreed to in writ- ing signed by a seller's agent, the duties of a / SECTION 5 1 seller's agent are limited to those set forth in sec- tion 3 of this act and the following, which may DUTIES OF A BUYER'S AGENT not be waived except as expressly set forth in(e) (1)Unless additional duties are agreed to in writ- of this subsection: ing signed by a buyer's agent, the duties of a (a)To be loyal to the seller by taking no action buyer's agent are limited to those set forth in sec- that is adverse or detrimental to the seller's in- tion 3 of this act and the following, which may terest in a transaction; not be waived except as expressly set forth in(e) (b) To timely disclose to the seller any con- of this subsection: flicts of interest; 4 i (a) To be loyal to the buyer by taking no ac- -------- tion that is adverse ordetrimental to the buyer's SECTION 6 `) interest in a transaction; (b) To timely disclose to the buyer any con- DUTIES OF A DUAL AGENT flicts of interest; (I) Notwithstanding any other provision of this (c) To advise the buyer to seek expert advice chapter, a licensee may act as a dual agent only on matters relating to the transaction that are with the written consent of both parties to the trans- beyond the agent's expertise; action after the dual agent has complied with sec- (d) Not to disclose any confidential informa- tion 3(I)(f)of this act,which consent must include tion from or about the buyer,except under sub- a statement of the terms of compensation. poena or court order,even after termination of (2)Unless additional duties are agreed to in writ- the agency relationship; and ing signed by a dual agent, the duties of a dual (e)Unless otherwise agreed to in writing after agent are limited to those set forth in section 3 of the buyer's agent has complied with section this act and the following, which may not be 3(1)(f) of this act, to make a good faith and waived except as expressly set forth in(e)and(f) continuous effort to find a property for the of this subsection: buyer; except that a buyer's agent is not obli- (a) To take no action that is adverse or detri- gated to: mental to either party's interest in a transac- (i) seek additional properties to purchase tion; while the buyer is a party to an existing con- (b)To timely disclose to both parties any con- tract to purchase; or flicts of interest; (ii) show properties as to which there is no (c) To advise both parties to seek expert ad- written agreement to pay compensation to vice on matters relating to the transaction that the buyer's agent. are beyond the dual agent's expertise; (2)(a)The showing of property in which a buyer (d) Not to disclose any confidential informa- is interested to other prospective buyers by a tion from or about either party, except under buyer's agent does not in and of itself breach subpoena or court order, even after termina- the duty of loyalty to the buyer or create a con- tion of the agency relationship; flict of interest. (e)Unless otherwise agreed to in writing after (b) The representation of more than one buyer the dual agent has complied with section 3(1)(f) by different licensees affiliated with the same of this act, to make a good faith and continu- broker in competing transactions involving the ous effort to find a buyer for the property;ex- same property does not in and of itself breach cept that a dual agent is not obligated to seek the duty of loyalty to the buyers or create a con- additional offers to purchase the property while flict of interest. the property is subject to an existing contract for sale; and (f) Unless otherwise agreed to in writing after the dual agent has complied with section 3(I)(f) of this act, to make a good faith and continu- 5 ous effort to find a property for the buyer;ex- cept that a dual agent is not obligated to: SECTION (i) Seek additional properties to purchase while the buyer is a party to an existing con- DURATION OF AGENCY RELATIONSHIP tract to purchase; or (I)The agency relationships set forth in this chap- (ii) show properties as to which there is no ter commence at the time that the licensee under- written agreement to pay compensation to the takes to provide real estate brokerage services to dual agent. a principal and continue until the earliest of the (3)(a) The showing of properties not owned by following: the seller to prospective buyers or the listing (a)Completion of performance by the licensee; of competing properties for sale by a dual agent (b) Expiration of the term agreed upon by the does not in and of itself constitute action that parties; is adverse or detrimental to the seller or create (c)Termination of the relationship by mutual a conflict of interest. agreement of the parties; or (b)The representation of more than one seller (d)Termination of the relationship by notice by different licensees affiliated with the same from either party to the other. However, such broker in competing transactions involving the a termination does not affect the contractual same buyer does not in and of itself constitute rights of either party. action that is adverse or detrimental to the sell- (2)Except as otherwise agreed to in writing,a lic- ers or create a conflict of interest, ensee owes no further duty after termination of (4)(a)The showing of property in which a buyer the agency relationship,other than the duties of: is interested to other prospective buyers or the (a)Accounting for all moneys and property re- presentation of additional offers to purchase ceived during the relationship;and property while the property is subject to a trans- action by a dual agent does not in and of itself (b)Not disclosing confidential information. constitute action that is adverse or detrimen- tal to the buyer or create a conflict of interest. (b)The representation of more than one buyer SECTION by different licensees affiliated with the same broker in competing transactions involving the COMPENSATION same property does not in and of itself consti- (1)In any real estate transaction,the broker's com- tute action that is adverse or detrimental to the pensation may be paid by the seller, the buyer, a buyer or create a conflict of interest. third party, or by sharing the compensation be- tween brokers. (2) An agreement to pay or payment of compen- sation does not establish an agency relationship between the party who paid the compensation and the licensee. 6 (3) A seller may agree that a seller's agent may the liability of a real estate broker for an act, er- share with another broker the compensation paid ror,or omission by an associate real estate broker by the seller or real estate salesperson licensed to that broker. (4) A buyer may agree that a buyer's agent may share with another broker the compensation paid by the buyer (5) A broker may be compensated by more than " SECTION 10 one party for real estate brokerage services in a real estate transaction, if those parties consent in IMPUTED KNOWLEDGE AND NOTICE writing at or before the time of signing an offer in (1)Unless otherwise agreed to in writing,a prin- the transaction. cipal does not have knowledge or notice of any (6)A buyer's agent or dual agent may receive com- facts known by an agent or subagent of the prin- pensation based on the purchase price without cipal that are not actually known by the principal. breaching any duty to the buyer. (2) Unless otherwise agreed to in writing, a lic- (7) Nothing contained in this chapter negates the ensee does not have knowledge or notice of any requirement that an agreement authorizing or em- facts known by a subagent that are not actually ploying a licensee to sell or purchase real estate known by the licensee. This subsection does not for compensation or a commission be in writing limit the knowledge imputed to a real estate bro- and signed by the seller or buyer. ker of any facts known by an associate real estate broker or real estate salesperson licensed to such -^ broker. SE"O�. CTION 9 VICARIOUS LIABILITY ? S ECTIO (1) A principal is not liable for an act, error, or omission by an agent or subagent of the principal INTERPRETATION arising out of an agency relationship: This chapter supersedes only the duties of the par- (a) Unless the principal participated in or au- ties under the common law, including fiduciary thorized the act,error,or omission; or duties of an agent to a principal, to the extent in- (b)Except to the extent that: consistent with this chapter.The common law con- (i)The principal benefited from the act,error, tinues to apply to the parties in all other respects. or omission; and This chapter does not affect the duties of a lic- (ii) the court determines that it is highly prob- ensee while engaging in the authorized or unau- able that the claimant would be unable to en- thorized practice of law as determined by the force a judgment against the agent or subagent. courts of this state.This chapter shall be construed (2) A licensee is not liable for an act, error, or broadly. omission of a subagent under this chapter,unless the licensee participated in or authorized the act, error or omission. This subsection does not limit /+ REQUEST FOR MAYOR'S SIGNATURE *✓ IC 0 T Print on Cherry-Colored Paper Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by©hector ...-.— Originator: gill Ellis Phone (Originator): X5707 Date Sent: 5/2/2018 Date Required: 5/4/2018 Return Signed Document to: Rhonda Bylin Contract Termination Date: 12/31/2018 VENDOR NAME: Date Finance Notified:CBRE Hotels (only required on contracts 5/1/^��O 1 $20,000 and over or on any Grant) DATE OF COUNCIL APPROVAL: Cl/a Date Risk Manager Notified:5/1/2018 Re uired on Non-City Standard Contracts/Aareements Has this Document been Speci!ficall! Account Number: Authorized in the Budget YES • NO Brief Explanation of Document: Sales Listing agreement for the Naden Site. X �� �„X �a�<All Cadtract httfst Be Routed Through The Law Cl t n � i , , A ¢owu"��� . L as 1 maa vn,Ni l (This area to t}d compld d by the Law D art ant} Received: MAY 01GJ1& LawApproval t�Comria �pi"�:2"2(➢1(i % � ` . __. nts: Date Fo f r ed,-to,M ., X Shaded Areas To Be Completed By Administration Staff Received Recommendations and Comments: Dls osltlon. /� :Af Gf Date Returned: V YX ,3 (g ur, 4V�Yq YM .1}'W pILX Ids IEtlW. CITY OF KENT CITY CLERK