HomeMy WebLinkAboutResolutions - 2014.02.06 - 21182MISCELLANEOUS RESOLUTION #14022 February 6, 2014
BY: Planning and Building Committee, Jim Runestad, Chairperson
IN RE; DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL OF REAL ESTATE
AGENCY LISTING AGREEMENT AND SALE PRICE REDUCTION TO ASSIST WITH THE
SALE OF THE WEST OAKLAND OFFICE BUILDING IN WALLED LAKE, MICHIGAN
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS as part of Facilities Management's efforts to sell the West Oakland Office
Building (WOOB), Facilities Management and Purchasing competitively bid the services of a
real estate agency to market the property (see bid summary attached); and
WHEREAS Newmark Grubb Knight Frank achieved the highest ranking as shown in the
attached bid summary; and
WHEREAS Corporation Counsel has reviewed the attached Newmark Grubb Knight
Frank listing agreement; and
WHEREAS as part of Facilities Management's efforts to sell (WOOB), Facilities
Management recommends reducing the listing price from $710,000 to $695,000 as supported
by comparable property research performed by Newmark Grubb Knight Frank.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners
hereby approves and accepts the attached listing agreement for WOOB at 1010 East West
Maple, Walled Lake, MI, with Newmark Grubb Knight Frank.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs it
Chairperson or his designee to execute the attached listing agreement.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners approves
a reduction in the listing price for WOOB from $710,000 to $695,000.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote.
rgewmiirk LI FWD
K ight Frank Listing Agreement
EXCLUSIVE LISTING AGREEMENT FOR SALE
This Exclusive Listing Agreement for Sale ("Agreement') is entered into as of this day of February 2014, by and between Oakland County (Client") and BGC Real Estate of Michigan, LLC, a Delaware L
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Liability Company, DBA Newmark Grubb Knight Frank ("Broker"), on the terms and conditi
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forth.
Client hereby appoints Broker as its exclusive agent during the term of this Agreement, with the e
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to negotiate the sale of the following Property located in the State of Michigan (the "Propert
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:
Description: An office / commercial building containing approximately 17,000 square feet on 1.64 acres
Address: 1000 E. West Maple, Walled Lake, Michigan
The Property shall be offered at the following sale price set forth below, or on such other te
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sole discretion, may accept.
Sale Price: $695,000, or such other amount as is acceptable to Client
The term of this Agreement shall commence on the date hereof, and shall continue for a peri
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Period") through 11:59 PM, on July 31, 2014. If, at such time, negotiations concerning a potenti
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have commenced and are continuing, the rights and obligations of the parties shall be exte
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respect to that transaction through the consummation of such transaction or the final terminati
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to complete a transaction. Commissions to be as follows:
Five (5%) percent of the total sales price if the buyer is procured by Broker and six (6%) percent o
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price if the buyer is procured by a co-broker. Sales commissions shall be earned, due and paya
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closing, the payment of the purchase price and delivery of a deed. In the case of a joint vent
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contract for deed, land contract, a lease, or any other transaction not involving the delivery of a de
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commission shall be earned, due and payable upon the execution of the lease, installment con
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contract, joint venture agreement, or other agreement between Client and the purchaser
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during the Listing Period or any applicable Protection Period.
Any commission not paid when due in accordance with the terms of this Agreement shall b
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date said commission first became due, until paid in full at the rate of nine (9%) percent per annu
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commission can be secured by the real estate. In the event an escrow is opened with respect t
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or conveyance of the Property, Client hereby irrevocably assigns to Broker and irrevocab
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instructs the escrow agent to disburse to Broker the amount of the compensation provided for
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funds payable to Client.
Broker shall be entitled to such compensation whether the Property is sold through the effor
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or any other person, and without regard to whether Broker is the procuring cause of the transactio
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Broker will diligently market the Property for sale. Broker will provide Broker's standard signage for the Property at Broker's expense.
Not less frequently than once per month, Broker shall provide to Client a written report conc
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efforts undertaken by Broker with regard to the potential sale of the Property subsequent to Broker'
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immediately preceding report, and all offers, inquiries or other activity relating to
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Property.
The following parties (the "Excluded Parties") are excluded from the scope o
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initial ninety (90) days of the Listing Period:
1. Armada Real Estate / Sadhir Abro; and
2. Landmark Commercial / Samara Property Management, LLC
3. Easter Seals of Michigan
In the event that during the initial ninety (90) days of the Listing Period, Client and an
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act as Client's agent in connection with any such transaction.
Within ten (10) business days after the expiration or termination of this Agreement, Broker shall deliver to Client
a list (the "Registration List") of all potential purchasers to whom Broker shall hav
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during the Listing Period. Client agrees that, for a period of one hundred eight
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of the term (the "Protection Period"), Client shall continue to recognize Broker as Clie
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shall be entitled to a commission based on the above schedule if a transaction
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.
While Broker will diligently represent the interests of Client in accordance with the sta
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information obtained from third party sources.
Client will refer to Broker all inquiries and offerings received by Client regardi
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shall cooperate with Broker in its attempts to affect a sale of the Property. All nego
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and its condition as may be reasonably requested by Broker, provided that such in
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known to Client. To the extent that legal counsel is required in connection wit
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shall be retained by Client at Client's expense. Client acknowledges that Broker is n
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or provide legal advice.
Client hereby represents and warrants to Broker that Client is the owner of re
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legal authority to execute this Listing Agreement on behalf of such Client, that this Pr
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jurisdiction of any bankruptcy or other court in any pending proceeding, that the
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prior Listing Agreement with any other real estate broker, and that no party h
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purchase the Property.
Client and Broker acknowledge that discrimination with respect to the sal
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basis of race, color, religion, national origin, sex, familial status, marital
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prohibited by law.
Client understands that Broker is a national real estate company and may be th
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or tenant in a transaction. Client understands this and desires that Broker pre
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to Client, whether or not Broker is the agent for the potential purchaser or tenant and consents to any dual
agency.
This Agreement constitutes the entire agreement between Client and Broker with respect to the subject matter
hereof, and supersedes all prior discussions. No amendments to or modifications of this Agreement, nor the
termination of this Agreement, shall be valid or binding unless made in writing and signed by both client and an
officer of Broker. Client acknowledges that salespeople affiliated with Broker are not authorized to approve
changes to this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. In the
event that either party files an action at law or in equity to enforce its rights under this Agreement, the
prevailing party shall be entitled to recover its costs and expenses, including its reasonable attorney's fees,
incurred in connection with the prosecution or defense of such action.
SALE/LEASE AMERICANS WITH DISABILITIES ACT,
HAZARDOUS MATERIALS AND TAX DISCLOSURE
The Americans With Disabilities Act is intended to make many business establishments equally accessible to
persons with a variety of disabilities; modifications to real property may be required. State and local laws also
may mandate changes. The real estate brokers in this transaction are not qualified to advise you as to what, if
any, changes may be required now, or in the future. Owners and tenants should consult the attorneys and
qualified design professionals of their choice for information regarding these matters. Real estate brokers
cannot determine which attorneys or design professionals have the appropriate expertise in this area.
Various construction materials may contain items that have been or may be in the futUre be determined to be
hazardous (toxic) or undesirable and may need to be specifically treated/handled or removed. For example,
some transformers and other electrical components contain PCB's, and asbestos has been used in components
such as fireproofing, heating and cooling systems, air duct insulation, spray-on and tile acoustical materials,
linoleum, floor tiles, roofing, dry wall and plaster. Due to prior or current uses of the Property or in the area, the
Property may have hazardous or undesirable metals (including lead-based paint), minerals, chemicals,
hydrocarbons, or biological or radioactive items (including electric and magnetic fields) in soils, water, building
components, above or below-ground containers or elsewhere in areas that may or may not be accessible or
noticeable. Such items may leak or otherwise be released. Real estate agents have no expertise in the detection
or correction of hazardous or undesirable items. Expert inspections are necessary. Current or future laws may
require clean up by past, present and/or future owners and/or operators. It is the responsibility of the
Seller/Lessor and Buyer/Tenant to retain qualified experts to detect and correct such matters and to consult
with legal counsel of their choice to determine what provisions, if any, they may wish to include in transaction
documents regarding the Property.
Sale, lease and other transactions can have local, state and federal tax consequences for the Seller/Lessor
and/or Buyer/Tenant. in the event of a sale, Internal Revenue Code Section 1445 requires that all buyers of an
interest in any real property located in the United States must withhold and pay over to the Internal Revenue
Service (IRS) an amoUnt equal to ten percent (10%) of the gross sales price within ten (10) days of the date of
the sale unless the buyer can adequately establish that the seller was not a foreigner, generally by having the
seller sign a Non-Foreign Seiler Certificate. Note that depending upon the structure of the transaction, the tax
withholding liability could exceed the net cash proceeds to be paid to the seller at closing. Consult your tax and
legal advisor. Real estate brokers are not qualified to give legal or tax advice or to determine whether any other
person is properly qualified to provide legal or tax advice.
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Listing Agreement
Broker recognizes the relationships it has with its clients as a part of its ongoi
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others who may be interested in a similar relationship might be made aware of
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provided to others. For that reason, Broker would like your permission to
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organization and the efforts of Broker on your behalf in future marketing efforts
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initial in the space provided.
Broker may assign its interest in this Agreement, with notice but without the
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Client
Throughout the Listing Period, Broker shall arrange for, carry, and maintain at its
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insurance coverages:
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State of Michigan, and Employer's Liability insurance with limits of liability of
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the term of this Agreement to insure Broker's employees for dishonest acts causin
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assets from Client.
C. Professional Liability insurance with a limit of liability of not less than $20,000,00
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of $1,000,000 combined single limit, under which Client shall be an additional insu
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Broker's automobile liability policies solely with regard to claims arising out of
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The liability of the parties shall be limited to direct damages, and in no ev
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other for any loss of or damage to revenues, profits, goodwill or other special, inci
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the terms of this Agreement or from the provision of services hereunder, ev
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the possibility of such damages.
As used in this Agreement, "Broker" means only BGC Real Estate of Michigan, LLC,
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any of its obligations under this Agreement or otherwise, Client shall look sol
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the assets, interest, or rights of any principal, manager, member, officer, dire
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Section hereof, exceed the greater of (I) the amount of the compensation
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Knight Frank Listing Agreement
terms of this Agreement, or (ii) the proceeds of any available insurance policy or policies Broker is required to
maintain under this Agreement.
Client acknowledges receipt of a copy of this Agreement which Client has read and understands.
Oakland County
BGC Real Estate of Michigan, LLC,
a Delaware Limited Liability Company,
DBA Newmark Grubb Knight Frank
By: By:
Frederick J, Liesveld
Executive Vice President, Managing Director, and
Broker of Record
Real Estate License No. 6502372053
26555 Evergreen Road, Suite 500, Southfield, MI 48706
Phone: Phone: (248) 350-9500
Resolution #14022 February 6, 2014
The Chairperson referred the resolution to the Finance Committee. There were no objections.