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HomeMy WebLinkAbout1564 CBC Real Estate Group for Development Consultant Services BILL NO. 2017-063 ORDINANCE NO. J AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF RIVERSIDE AND CBC REAL ESTATE GROUP FOR DEVELOPMENT CONSULTANT SERVICES WHEREAS, The City of Riverside Missouri ("City") and CBC Real Estate Group ("Consultant") desire to enter into an Agreement to provide for professional development consultant services ("Consultant Services") related to the development of all land currently owned by the City or that may be acquired by the City in the future, excluding the Horizons East Site as defined in Exhibit A of the Master Development Agreement executed between Briarcliff Realty LLC and the City on May 10, 2011. ("Property"). WHEREAS, Consultant is experienced in the real estate development business and the City has requested that Consultant assume certain responsibilities in connection with the Property. WHEREAS, The City and Consultant desire to enter into this Agreement with respect to services related to the marketing, planning, development and/or sale of the Property, upon the terms and conditions hereinafter set forth with the objective of maximizing the value of the Property for the City and its residents, and positioning the Property for sale and/or development in order to enhance both the value and the return on investment to the City, thereby enhancing the health safety and welfare of the City's citizens and businesses. WHEREAS, The City wishes to engage Consultant in the continuation of the implementation of the 2006 Master Plan and the 2010 Master Plan Update with respect to the development of the Property. The Scope of Services the Consultant agrees to provide to the City are attached hereto as Exhibit 1, and incorporated herein ("Scope of Services"). WHEREAS, The approval by the City of said Agreement establishing Consultant as the Development Consultant for the City is in the best interest of the City as it fulfills a public purpose and will further the growth of the City, facilitate the development of the entire Horizons site, improve the environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Horizons site, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY. The approval by the City of said Agreement establishing CBC Real Estate Group as the Development Consultant for the City ("Consultant") is in the best interest of the City as it fulls a public purpose and will further the growth of the City, facilitate the development of the City, improve the WA 4253096.1 environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Horizons site, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, and said Agreement is hereby approved and authorized for execution by the Mayor upon written confirmation by the Special Counsel to the City, Spencer Fane LLP ("SF") of satisfaction of the following conditions: SECTION 2. AUTHORITY TO EXECUTE. The City and the officers, agents and employees of the City, including the Mayor, the City Administrator, Special Counsel to the City, and Finance Director and other appropriate City officials are hereby authorized to execute in an Agreement in substantially the same form as set forth in Exhibit A, attached hereto and incorporated herein, and to take any and all actions as may be deemed necessary or convenient to carry out the terms and conditions of such Agreement and comply with this Ordinance and the City Clerk is authorized to attest thereto. SECTION 3. SEVERABILITY CLAUSE. The provisions of this ordinance are severable and if any provision hereof is declared invalid, unconstitutional or unenforceable, such determination shall not affect the validity of the remainder of this ordinance. SECTION 4. EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and after its passage and approval. BE IT REMEMBERED that the above was PASSED AND APPROVED by a majority of the Board of Aldermen, and APPROVED by the Mayor of the City of Riverside, Missouri, this 3,Oday of October, 2017. ° Ka een L. Rose, Mayor -ATTEST: : : Robin'Kjncai¢, City`Clerk Approved as to form: Spe cer ane LLP Special Counsel to the City By Jo ednar 9/29/2017 DEVELOPMENT CONSULTANT AGREEMENT THIS DEVELOPMENT CONSULTANT AGREEMENT ("Agreement') is made and entered into as of October _, 2017 ("Effective Date"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and CBC Real Estate Group, LLC, a limited liability company duly organized and existing under the laws of the State of Missouri("Consultant"). RECITALS WHEREAS, The City and Consultant desire to enter into this Agreement to provide for professional development consultant services ("Consultant Services') related to the development of all land currently owned by the City or that may be acquired by the City in the future, excluding the Horizons East Site as defined in Exhibit A of the Master Development Agreement executed between Briarcliff Realty LLC and the City on May 10,2011.("Property"). WHEREAS, Consultant is experienced in the real estate development business and the City has requested that Consultant assume certain responsibilities in connection with the Property. WHEREAS, The City and Consultant desire to enter into this Agreement with respect to services related to the marketing, planning, development and/or sale of the Property, upon the terms and conditions hereinafter set forth with the objective of maximizing the value of the Property for the City and its residents, and positioning the Property for sale and/or development in order to enhance both the value and the return on investment to the City, thereby enhancing the health safety and welfare of the City's citizens and businesses. WHEREAS, The City wishes to engage Consultant in the continuation of the implementation of the 2006 Master Plan and the 2010 Master Plan Update with respect to the development of the Property. The Scope of Services the Consultant agrees to provide to the City are attached hereto as Exhibit 1, and incorporated herein("Scope of Services"). AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: I. Scope of Agreement. All of the recitals set out in this Agreement are incorporated as if set forth in this Agreement. 2. The Consultant agrees to provide the professional development consultant services ("Consultant Services") related to related to the development of all land currently owned by the City or that may be acquired by the City in the future, excluding the Horizons East Site as defined in Exhibit A of the Master Development Agreement executed between Briarcliff Realty LLC and the City on May 10,2011.("Property"). 9/29/2017 3. Eneaeement. City hereby engages Consultant to perform the Scope of Services described in Exhibit 1, attached hereto and incorporated herein, and Consultant hereby accepts such engagement. 4. Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue until terminated as provided herein. 5. Insurance. City shall procure such insurance coverage on the Property in such amounts and with such coverages deemed proper by City. 6. Consultant Indemnification. Consultant shall indemnify and save City harmless from and against all liability, claims, including third-party claims, losses, costs, damages and expenses (including reasonable attorney's fees)suffered by City as a consequence of (a) any bodily injury and/or property damage occurring on or about the Property during the term of this Agreement and caused by the negligence or willful misconduct of Consultant,or their employees,agents,representatives, licensees or invitees, (b) Consultant's breach of any of the terms, covenants and conditions of this Agreement, or (c)the violation of or non-conformance with any federal, state or local statute,ordinance, administrative rule, regulation or other requirement, including without limitation the Americans with Disabilities Act of 1990 and all amendments thereto, by Consultant or its employees, agents, representatives,licensees or invitees. 7. City and Consultant acknowledge and agree that City owns the Property and provides all salaries and benefits for employees of City, and that City carries policies of insurance with respect to the Property and the employees. 8. City hereby agrees to assume full responsibility with respect to the Property and City's employees for any losses or injuries incurred relative to the operations of City. 9. City Indemnification.To the extent permitted by law,City agrees to indemnify and save Consultant harmless from and against all liability claims, including third party claims, losses, costs, damages and expenses(including reasonable attorney's fees)suffered by Consultant as a consequence of (a) any bodily injury and/or property damage occurring on or about the Property during the term of this Agreement and caused by the negligence or willful misconduct of City or their employees, agent, representatives, licenses or invitees, other than Consultant, or for liability arising from such City operations including workers compensation claims of said employees and indemnifies Consultant with respect to any such claims (b)City's breach of any of the terms,covenants and condition of this agreement,or (c)the violation of or non-conformance with any federal, state or local statue, ordinance, administrative rule, regulation or other requirement, including without limitation the Americans with Disabilities Act of 1990 and all amendment thereto, by City or their employees, agents, representatives, licensees or invitees,other than Consultant. 10. Termination. Notwithstanding anything contained herein to the contrary, the agreement to provide services contained in this Agreement shall be continued on a month to month basis as of the date of the execution of this Agreement by the Parties. Either party may terminate this Agreement for any 9/29/2017 reason or no reason at all upon at least thirty (30) days prior written notice to the other party, in which event Consultant shall be paid through the date of termination. Notwithstanding the foregoing, the City may immediately terminate this Agreement and Consultant's rights hereunder "for cause" without providing thirty (30) days notice or liability to Consultant upon the occurrence of any of the following events: (a) Consultant fails to keep, observe or perform any covenant, restriction, term or provision of this Agreement; (b) Consultant applies for or consents to the appointment of a receiver, trustee or liquidator or for all or a substantial part of Consultant's assets; (c)Consultant files a voluntary petition in bankruptcy; (d) Consultant admits in writing to the City its inability to pay its debts as they become due; (e)Consultant makes a general assignment of its assets for the benefit of its creditors; (f) Consultant files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law; (g)An order,judgment or decree is entered by any court of competent jurisdiction on the application of a creditor adjudicating Consultant as bankrupt or insolvent or approving a petition seeking reorganization of Consultant or appointing a receiver,trustee or liquidator for Consultant for all or a substantial part of Consultant's assets, and such order,judgment or decree continues in effect for more than sixty(60)days; (h) Any assignment or attempted assignment of this Agreement by Consultant other than those permitted assignments described in Section 1.10;or (i)Consultant commits a misdemeanor involving moral turpitude or any felony. In the event that City terminates this Agreement "for cause," City shall have no liability to Consultant.No failure by City to assert its rights to terminate "for cause" shall constitute a waiver of City's rights or remedies with respect to such event or any subsequent occurrence of any of the foregoing. 11. Assignment. Consultant shall not transfer, assign or convey this Agreement or any interest in this Agreement or its rights or duties hereunder to any individual, person or entity without the prior written consent of the City, which consent may be withheld in the City's sole discretion, provided, however, that Consultant may either change the legal name of Consultant or assign its rights or duties hereunder in this Agreement to a limited liability company which is majority owned by Consultant or a revocable trust in which he is grantor and trustee, without the consent of the City. Consultant shall not enter into any subcontractor or other agreement whereby the obligation to perform any of the services to be provided hereunder is assumed by any other individual, person or entity without the prior written consent of the City. Any such attempted assignment or subcontract without City's prior written consent shall be null and void. 9/29/2017 12. No Partnership or Joint Venture. Nothing in this Agreement shall constitute, or be construed to be or to create a partnership,joint venture or lease between the City and Consultant with respect to the Property. 13. Independent Contractor.The parties intend that Consultant's legal status with respect to City shall be that of independent contractor. The parties expressly disclaim any intent to create an agency relationship between the City and the Consultant. Accordingly, Consultant shall be an independent contractor with respect to its rights,duties and obligations under this Agreement. 14. Sovereign Immunity. Nothing in this Agreement shall constitute or be construed as a waiver of the City's sovereign or governmental immunity and/or official immunity of its officers or employees from liability or suit pursuant to state law. 15. No Third Party Rights. It is expressly understood that there are no third party beneficiaries to this Agreement,except as may be expressly set forth herein. 16. Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect,to the extent the remainder can be given effect without the invalid provision. 17. Confidentiality, This Agreement creates a confidential relationship between City and Consultant. Each party will keep the confidential information of the other confidential and will only use such the confidential information to perform their respective obligations under this Agreement. Each party must protect the confidential information of the other from both unauthorized use and unauthorized disclosure by exercising the same degree of care that is used with respect to information of its own of a similar nature, except that the receiving party must at least use reasonable care. Upon cessation of work, or upon written request,each party will return or destroy all the confidential information of the other. 18. Developed Properly. Consultant hereby assigns and agrees to assign and disclose to City all intellectual property generated, conceived or developed under this Agreement. Any works of authorship in any form of expression are works for hire and belong exclusively to City. If, by operation of law, the ownership of works for hire do not automatically vest in City, Consultant will take necessary steps to assign ownership to City. Consultant will provide reasonable assistance to City to secure intellectual property protection, including, without limitation assistance in the preparation and filing of any copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. Consultant will pay Consultant personnel any compensation due in connection with the assignment of any intellectual property or invention developed under this Agreement. Consultant warrants to City that Consultant personnel are and will continue to be throughout the term of this Agreement subject to agreements that will secure City's rights under this Section. 19. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions and correspondence, whether written or oral. This Agreement may not be amended or modified except in writing signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 9/29/2017 "CITY" CITY O RIVER_SEDE,IMISSOURI By: �l Kath een L. Rose,Mayor � f _lSEAL) } �Artext < e kobiliKincaSid,Gi Clerk , 1 STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this _5t day of d 2 2017, before me appeared Kathleen L. Rose, to me personally known, who, being by me duly sworn, did say that she is the Mayor of the CITY OF RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that the seal affixed to the foregoing instrument is the seal of said City, and said instrument was signed and sealed in behalf of said City by authority of its Board of Aldermen, and said individual acknowledged said instrument to be the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid,the day and year first a written. otary Public My Commission Expires: SARAH WAtiNER Notary Public. Notary Seal State of Missouri Clinton County Commission M 11277184 My Commission Ex Tres 11-13.2018 9/29/2017 "CONSULTANT" CBC Real Estate Group, LLC, a Missouri limited liability company: By: Name: William F. Crandall Title: Principal STATE OF MISSOURI ) )SS. COUNTY OF ) On this day of 2017, before me appeared to me personally known, who, being by me duly sworn, did say that he is the of CBC Real Estate, LLC, a Missouri limited liability company„ and that he is authorized to sign the instrument on behalf of said company by authority of its members, and acknowledged to me that he executed the within instrument as said company's free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the and State aforesaid,the day and year first above written. Notary Public My Commission Expires: 9/29/2017 EXIIIBIT 1 SCOPE OF WORK AND COMPENSATION I Development.Consultant shall use its best efforts pursuant to those services provided for within Attachment A, attached hereto and incorporated herein, to position the Property for development as provided herein. All expenses of Consultant associated with development the Property shall be paid by Consultant unless approved by the City in advance in writing. 2 Coordination of Development Opportunities. Consultant shall use best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity to the Mayor and Board of Aldermen in a clear and concise way for the City's consideration. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate within the City; b. Economic return on investment analysis for locating, expanding and relocating businesses;and C. An economic impact analysis of the proposed project based on the City's budget, financial structure and property value data. In no event shall the City have any obligation to accept any opportunity presented to the City by Consultant,nor shall the City incur any liability to Consultant for rejecting any opportunity. 3 Records and Compliance. With respect to any and expenses for which there is a reimbursement from the City, Consultant shall keep and maintain true and accurate records (and all supporting invoices, vouchers and the like) relating to this Agreement and all receipts and disbursements collected and made in respect thereto,all of which shall be and remain the property of the City and subject to its inspection at all times for a period of at least three(3)years after the termination of this Agreement. 4 Reports. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City, an operational summary of services provided for the Property. At least quarterly, Consultant shall meet with the Mayor and Board of Aldermen to review the performance of its services provided for the Property. 5 City Documents. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Property. 6 Compensation. The City shall provide compensation to Consultant for its consulting services provided under this Agreement pursuant to the Scope of Work for Project 1 as delineated within Attachment A related to the Property as follows: a. The City shall pay to Consultant a fee as arrived at per project, not to exceed Thirty- Five Thousand and 00/100 Dollars($35,000.00)per project. b. Hourly Rates will be as follows: Bill Crandall,Managing Principal$325 per hour Jason Glasrud,Development Manager$175 per hour 9/29/2017 7. Expenses. Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond our stated fees. However, items that will be deemed reimbursable include any travel that may be required, as well as any additional consultants that may be hired to supplement the CBC team. In either case, the scope and projected costs would require review and approval by the City of Riverside. Travel may be reimbursable with prior approval of the City Administrator. If additional consultants are needed the scope and projected costs shall require approval by the City. 9/29/2017 Attachment A DEVELOPMENT CONSULTANT AGREEMENT INITIAL SCOPE OF WORK FOR PROJECT I I. PHASE I CREATION OF THE PLAN A. DUE DILIGENCE. Site due diligence, including review of all available property records, ownership history,phase 1 environmental reports, geotechnical and structural studies, including but not limited to the following to the Evaluation of Site Conditions as follows: 1. Soils(phase 1 environmental, geotechnical studies) 2. Property Boundaries/Access i. Points of ingress and egress; ii. Visibility from major roads; iii. Traffic counts. B. REVIEW OF THE CITY'S VISION. 1. Review of Master Plan (20 10 Update) taking long-term planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. Meet with City leadership and staff in order to better understand the desired activation of these properties, and long-term vision of the City of Riverside from a development standpoint. 3. Understand community expectations for "Upper Gateway", "Downtown" and "South Downtown" areas, per the Camp Plan, as well as the existing, adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSEPCTIVE. 1. Test the Market Strike a balance between the planning effort and what the market will accept through: a. Engaging real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers, to get opinions of these sites from a tenancy and pricing standpoint. b. Compare/Contrast demographic data with comparable commercial developments in the region (shopping centers/multi-family/ flex commercial/other "attractions") D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. Provide regular(no less than bi-monthly)updates to staff;BOA;sub-group of BOA on progress. 9/29/2017 2. Together with Clark/Enersen,present conceptual development plans to the Board of Alderman for review and comment. 3. Identification of prospective developers and/or end-users who will be brought to the table through CBC's outreach efforts. 4. Presentation of Findings to the Board of Aldermen outlining CBC's recommendations and proposed plan of action, including but not limited to a detailed Site Analysis will be submitted prior to the conclusion of the engagement, which will include a proposed development strategy, including projected development costs and potential tenant mix and any financial participation that may be required of the City of Riverside. H. Phase 2 EXECUTION OF THE PLAN A. Marketing to Developersffenants/End-Users 1. Upon approval of BOA to proceed with marketing concept plans, Consultant will market to the real estate community and end-users in order to generate interest in the project. 2. Review Proposed Development Plans&Economics 3. Proceed to "LOI:Letter of Intent" stage,with public presentations by developer/tenants 4. Draft Purchase/Sale Agreements and Development Agreement(s)if there are incentives requests,and proceed with land conveyance and development B. Land Sale/Conveyance and Development Agreement(s) 1. Upon completion of Phase I activities, Consultant will act as the City's agent in the negotiations of the land sale or long-term lease of the property to a third-party. a. This will involve negotiating a Purchase/Sale Agreement(PSA), as well as a Development Agreement that will outline the acceptable uses of the proposed project and the use of incentives(if any). 2. Consultant will earn a fee (to be determined by the value of the private investment including incentives) in the negotiation of a Development Agreement, which are typically equal to 2%of the private investment including public incentives); 3. However, if our scope is limited to land transactions (i.e. no incentives), our compensation would be equal to a market-rate commission on the sale of the ground(3% with a participating broker; 4%without a participating broker).