HomeMy WebLinkAboutResolutions - 2014.03.06 - 21212MISCELLANEOUS 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.
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Knight Frank Listing Agreement
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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 conditions hereinafter set
forth.
Client hereby appoints Broker as its exclusive agent during the term of this Agreement, with the exclusive
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to negotiate the sale of the following Property located in the State of Michigan (the "Property"):
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 terms as
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in its 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 period (the "Lis
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Period") through 11:59 PM, on July 31, 2014. If, at such time, negotiations concerning a potential transa
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have commenced and are continuing, the rights and obligations of the parties shall be extended sol
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respect to that transaction through the consummation of such transaction or the final termination of all efforts
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 of the total sales price if the buyer is procured by a co-broker. Sales commissions shall be earned, due and payable in full
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closing, the payment of the purchase price and delivery of a deed. In the case of a joint venture, insta
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contract for deed, land contract, a lease, or any other transaction not involving the delivery of a deed, the
commission shall be earned, due and payable upon the execution of the lease, installment contract, lan
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contract, joint venture agreement, or other agreement between Client and the purchaser or tenant, whether
during the Listing Period or any applicable Protection Period.
Any commission not paid when due in accordance with the terms of this Agreement shall bear interest from the
date said commission first became due, until paid in full at the rate of nine (9%) percent per annum and sai
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commission can be secured by the real estate. In the event an escrow is opened with respect to the sal
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or conveyance of the Property, Client hereby irrevocably assigns to Broker and irrevocably authorizes and
instructs the escrow agent to disburse to Broker the amount of the compensation provided for herein fr
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funds payable to Client.
Broker shall be entitled to such compensation whether the Property is sold through the efforts of Br
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or any other person, and without regard to whether Broker is the procuring cause of the transaction.
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 concerning Broker's
efforts undertaken by Broker with regard to the potential sale of the Property subsequent to Broker's
Listing Agreement
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immediately preceding report, and all offers, inquiries or other activity relating to th
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Property.
The following parties (the "Excluded Parties") are excluded from the scope of this Agreeme
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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 Exc
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written contract for the purchase and sale of the Property, and such transaction subs
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not be obligated to pay any commission or other compensation to Broker, and Broker shall n
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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
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a list (the "Registration List') of all potential purchasers to whom Broker shall have p
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during the Listing Period. Client agrees that, for a period of one hundred eighty (180) days a
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of the term (the "Protection Period"), Client shall continue to recognize Broker as Clien
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negotiation of a transaction with respect to any party, its affiliates or assigns, on the Registrat
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shall be entitled to a commission based on the above schedule if a transaction is consumm
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While Broker will diligently represent the interests of Client in accordance with the stan
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may evaluate their creditworthiness and ability to complete a transaction, Broker cannot
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information obtained from third party sources.
Client will refer to Broker all inquiries and offerings received by Client regarding the sale of t
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shall cooperate with Broker in its attempts to affect a sale of the Property. All negotiat
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Broker, with the assistance of Client's attorney. Client shall provide such information concer
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and its condition as may be reasonably requested by Broker, provided that such information is available and
known to Client. To the extent that legal counsel is required in connection with any transacti
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shall be retained by Client at Client's expense. 'Client acknowledges that Broker is not a
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or provide legal advice.
Client hereby represents and warrants to Broker that Client is the owner of record of the pr
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legal authority to execute this Listing Agreement on behalf of such Client, that this Proper
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jurisdiction of any bankruptcy or other court in any pending proceeding, that the Pro
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prior Listing Agreement with any other real estate broker, and that no party has an existing
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purchase the Property.
Client and Broker acknowledge that discrimination with respect to the sale or leasing of the
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basis of race, color, religion, national origin, sex, familial status, marital status, age or phys
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prohibited by law.
Client understands that Broker is a national real estate company and may be the agent of a p
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or tenant in a transaction. Client understands this and desires that Broker present all appr
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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 Seller 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.
lut4d. Bey is La tuts r& %OM VW
Knight Frank Listing Agreement
Broker recognizes the relationships It has with its clients as a part of its ongoing mar
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provided to others. For that reason, Broker would like your permission to recogniz
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organization and the efforts of Broker on your behalf in future marketing eff
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Broker may assign its interest in this Agreement, with notice but without the need to
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Throughout the Listing Period, Broker shall arrange for, carry, and maintain at its
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insurance coverages:
A. Workers' Compensation insurance providing statutory benefits as required by the
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State of Michigan, and Employer's Liability insurance with limits of liability of
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limit covering all employees of Broker engaged in the performance of its servic
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the term of this Agreement to insure Broker's employees for dishonest acts causi
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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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Broker's automobile liability policies solely with regard to claims arising out of
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As used In this Agreement, "Broker" means only BGC Real Estate of Michigan, LLC,
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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, Ml 48706 Phone: Phone: (248) 350-9500
Resolution #14022 February 6, 2014
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #14022) March 6,2014
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL OF REAL ESTATE
AGENCY LISTING AGREEMENT AND SALE PRICE REDUCTION TO ASSIST WITH THE
SALE OF WEST OAKLAND OFFICE BUILDING IN WALLED LAKE, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced resolution and finds:
1. The resolution approves both the real estate listing agreement for the West
Oakland Office Building with Newmark Grubb Knight Frank and the sale price
reduction from $710,000 to $695,00D.
2. Facilities Management recommends reducing the list price from $710,000 to
$695,000 as supported by comparable property research performed by Newmark
Grubb Knight Frank.
3. The net proceeds for the sale will be receipted in the Building Improvement Fund
(#40100) after closing costs, relocation costs, and remediation costs have been
paid.
4. No budget amendment is required.
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Long and Quarles absent.
Resolution #14022 March 6, 2014
Moved by Dwyer supported by Jackson the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis,
McGillivray, Middleton, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic,
Crawford. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
3 u -
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on March 6, 2014,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 6th day of March 2014.
Lisa Brown, Oakland County