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HomeMy WebLinkAbout25-234 - Contract - NAI Puget Sound Properties - Broker Services: Old Fire Station 5125-234 Council Approval 6/16/25 Reference Resolution 2119 IL'w.N „.ai y nut NAI Puget Sound Properties ® Commercial Brokers 1P CF3A ^"°° 10900 NE 8th St., Suite 1500 Association � ALL RIGHTS RESERVED Bellevue, WA 98004 Form: xs Phone: 425-586-5600 Exclusive Sale Listing Agreement Fax: 425-455-9138 Rev. 612024 Page 1 of 5 EXCLUSIVE SALE LISTING AGREEMENT This Exclusive Sale Listing Agreement ("Agreement") is made by and between Citta of Tukwila ("Seller") and PUGET SOUND PROPERTIES COMMERCIAL REAL ESTATE SERVICES L.L.C.,_a Washington limited liability company, dba NAI Puget Sound Properties ("Firm"). Seller grants to Firm the exclusive and irrevocable right to sell, and to receive deposits in connection with, Seller's commercial real estate legally described as set forth on attached Exhibit A and commonly described as 444 Andover Park E , Tukwila , WA 98188 , King_ County, (the "Property"). 1. TERM. This Agreement shall commence on July 10th , 20 25 and expire at 11:59 p.m. on May 31st , 20 26 (the "Term"). 2. PRICE AND TERMS. Seller agrees to list the Property at a price of $ 4,250,000.00 and shall consider offers that include usual and customary contingencies in addition to the following specific terms: Possession: Acceptable to Seller Other terms: Acceptable to Seller 3. DEFINITIONS. As used in this Agreement, (a) "CBA" shall mean the Commercial Brokers Association; and (b) "sell" shall mean sell, exchange, lease for over 5 years, enter into a contract to sell and/or enter into an option to purchase the Property. 4. AGENCY. a. ,Pamphlet. Seller acknowledges receipt of the pamphlet entitled "Real Estate Brokerage in Washington." b. Listing Broker. Seller authorizes Firm to appoint Alan Robertson and William Schmidt as Seller's "Listing Broker." This Agreement creates an agency relationship between Seller and Listing Broker and any of Firm's managing brokers, including Firm's Designated Broker, who supervise Listing Broker ("Supervising Broker") during the Term. No other brokers affiliated with Firm are agents of Seller. 5. LIMITED DUAL AGENCY. a. ,Listing Broker as Limited Dual Agent • If initialed below, Seller consents to Listing Broker and Supervising Broker acting as limited dual agents in the sale of the Property to a buyer that Listing Broker also represents. Seller acknowledges that, as a limited dual agent, RCW 18.86,060 prohibits Listing Broker from advocating terms favorable to Seller to the detriment of buyer and further limits Listing Broker's representation of Seller. 8/1/2025 19:38 AM PDT sel s nitia s Date b. Firm Limited Dual Agency. If the Property is sold to a buyer represented by one of Firm's brokers other than Listing Broker ("Buyer's Broker"), Seller consents to any Supervising Broker, who also supervises Buyer's Broker, acting as a limited dual agent. If any of Firm's brokers act as a limited dual agent, Firm shall be entitled to the compensation payable under this Agreement plus any compensation Firm may have negotiated with the buyer. 6. PROPERTY OWNERSHIP AND INFORMATION. Seller warrants that Seller has the right to sell the Property on the terms set forth in this Agreement and agrees to furnish and pay for a buyer's policy of title insurance showing Seller has marketable title to the Property. Seller also warrants that the Property information provided by Seller to Firm in connection with listing the Property (the "Property Information"), which is expressly incorporated into this Agreement, is correct. Seller understands that Firm and other members of CBA will make representations to prospective buyers based solely on the Property Information and Seller agrees to indemnity and hold Firm and other members of CBA harmless in the event the foregoing warranties are incorrect. Seller confirms that following closing, the amount of the purchase price and any other terms of the sale of the Property shall not be deemed confidential information and Seller authorizes disclosure of the same. Pu�,retS,0vsgId NAI Pu et Sound Properties © Commercial Brokers �"`^ 8 aru 6 m 8a 's Association 10900 NE 8th St., Suite 1 500 ALL RIGHTS RESERVED Bellevue, WA 98004 Phone: 425-586-5600 Farm: XS Exclusive Sale Listing Agreement Fax: 425-455-9138 Rev. 6/2024 Page 2 of 5 EXCLUSIVE SALE LISTING AGREEMENT (CONTINUED) 7. CLOSING COSTS. In addition to purchasing a buyer's policy of title insurance, Seller agrees to pay one-half of any escrow fees. Rents, insurance, taxes, interest and reserves on assumed encumbrances are to be prorated between Seller and buyer as of the date of closing. 8. COMPENSATION. Seller acknowledges that there are no standard compensation rates and the compensation in this Agreement is fully negotiable and not set by law. Firm shall be entitled to compensation if: (a) Seller sells the Property during the Term; (b) Seller sells the Property within six months after the expiration or earlier termination of this Agreement to a person or entity, or to an Affiliate of such person or entity, that submitted an offer to purchase the Property during the term of this Agreement or that appears on any registration list provided by Firm pursuant to this Agreement; (c) the Property is made unmarketable by Seller's voluntary act; (d) the Seller receives compensation from a governmental entity pursuant to an exercise of eminent domain; or (e) Seller withdraws the Property from sale, or otherwise prevents Broker from selling it- AND WILL REIMBURSE THE FIRM FOR MARKETING AND CONSULTANT EXPENSES EQUAL TO $10,000.00. NO OTHER COMMISSION IS DUE ABOVE THE $10,000.00 PAYMENT. Seller shall pay compensation consisting of the sum of the amounts set forth in Sections 8(a) and 8(b) as set forth below. Compensation shall be paid at closing. a. Listing Firm Compensation: i. 2.5 % of the sales price, or ; or ii. If the buyer is not represented by a buyer brokerage firm, the Listing Firm compensation shall be 5 % of the sales price or (equal to the amount in Section 8(a)(i) if not filled in). b. Buyer Brokerage Firm Compensation: i. 2.5 % of the sales price, or to a cooperating broker representing the buyer ("Buyer Brokerage Firm") ("Buyer Brokerage Firm Compensation"), including another broker affiliated with Firm who represents the buyer; or ii. If the Listing Broker represents both Seller and the buyer as a limited dual agent, 5 % of the sales price, or (equal to the amount in Section 8(b)(i) if not filled in). iii. Buyer Brokerage Firm Compensation shall be paid as set forth above unless otherwise agreed by the buyer and Buyer Brokerage Firm in the purchase and sale agreement. Buyer Brokerage Firm is an intended third -party beneficiary of this Agreement. Firm shall submit any registration list to Seller within 15 days after the expiration or earlier 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. Seller shall provide the registration list to any other brokers that assist Seller 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, any buyer which has more than a 10% ownership or voting interest in such an entity or any buyer in which more than 10% of the ownership or voting interests are owned or controlled by such a person or entity. Seller consents to Firm receiving compensation from more than one party and to sharing compensation between firms, provided that any terms and amounts offered to or by Firm are disclosed as required by RCW 18.86.030. Seller acknowledges that offering compensation to Buyer Brokerage Firm is not required. Pu�,retS,0vsgId NAI Puget Sound Properties © Commercial Brokers �"`^ 8 aru 6 m 8a 's Association 10900 NE 8th St., Suite 1 500 ALL RIGHTS RESERVED Bellevue, WA 98004 Phone: 425-586-5600 Farm: XS Exclusive Sale Listing Agreement Fax: 425-455-9138 Rev. 6/2024 Page 3 of 5 EXCLUSIVE SALE LISTING AGREEMENT (CONTINUED) 9. 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 use commercially reasonable efforts to cooperate with all other members of CBA in working toward the sale of the Property. Seller understands and agrees that all Property Information becomes the property of CBA, is not confidential, and will be given to third parties, including prospective buyers, other cooperating members of CBA who do not represent Seller and, in some instances, may represent the buyer and other parties granted access to CBA's listing systems. 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 the listing to its members, without verification and without assuming any responsibility for such information or in respect to this Agreement. 10. DAMAGES IN THE EVENT OF BUYER'S BREACH. In the event Seller retains earnest money as liquidated damages on a buyer's breach, any costs advanced or committed by Firm on Seller's behalf shall be paid therefrom and the balance shall be ❑ retained by seller; ❑ divided equally between Seller and Firm (retained by Seller if not checked). 11. 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 reasonable attorney's fees and any costs and expenses incurred as a result of such enforcement. In the event of trial, venue shall be in the county in which the Property is located, and the amount of the attorney's fee shall be as fixed by the court. 12. ADDITIONAL TERMS. In addition to the Property Information and Exhibit A (legal description), the following amendments or addenda (which are also attached hereto) are part of this Agreement: This Agreement shall commence on July 10. 2025. and expire at 11:59 mm. on Mav 31. 2026 (the "Initial Term"). Upon the expiration of the Initial Term, the Agreement shall automatically renew monthly (each a "Renewal Term") thereafter unless either party provides written termination notice to the other party at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. The Agreement shall terminate on December 31, 2029, if it has not already been terminated pursuant to the foregoing termination provision. WiPuget S,0sq Id NAI Puget Sound Properties Commercial Brokers pnipw fie's Association Oft �~ 10900 NE 8th SL, Suite 1500 ALL RIGHTS esssmEo Bellevue, VVAQ8OO4 Form: xs Phone: 425-586-5600 Exclusive Sale Listing Fax: 425-455-9138 Rev. 6/2024 Page 4ufs EXCLUSIVE SALE LISTING AGREEMENT (CONTINUED) SELLER e—Signed by: Thomas McLeod Title: Mayor Date. Dd/2U2519:3DAMPDT PUGET SOUND PROPERTIES COMMERCIAL REAL ESTATE SERVICES. L.L.C.. a Washinaton limited liabilit company, dba NAI Puget Sound Properties, Firm (Company) (Authorized Signature) Name: Robert Swain, Designated Broker Pu�,retS'0vsgId NAI Puget Sound Properties © Commercial Brokers �"`^ 8 aru 6 m 8a 's Association 10900 NE 8th St., Suite 1 500 ALL RIGHTS RESERVED Bellevue, WA 98004 Phone: 425-586-5600 Farm: XS Exclusive Sale Listing Agreement Fax: 425-455-9138 Rev. 6/2024 Page 5 of 5 EXCLUSIVE SALE LISTING AGREEMENT (CONTINUED) EXHIBIT A (Legal Description) ANDOVER INDUSTRIAL PARK # 5 LESS UP RR OPER RAN PLat Block: Plat Lot: 8