HomeMy WebLinkAboutCOBURN DEVELOPMENT - CONTRACT - RFP - P955 BLOCK 33 A MIXED USE RESIDENTIAL DEVELOPMENTEXCLUSIVE NEGOTIATING
AGREEMENT FOR DEVELOPMENT OF BLOCK 33
THIS AGREEMENT, is entered into this W `i day of ir)Pr,, 2005, by
and between the City of Fort Collins, Colorado, a municipal corporation ("City") and
Coburn Development, Inc., a Colorado corporation, ("Coburn").
WITNESSETH:
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WHEREAS, the City is the owner of Block -in the City of Fort Collins; and
WHEREAS, the City desires to facilitate the development of a portion of Block
33 in accordance with adopted City plans; and
WHEREAS, the City has heretofore conducted a Request for Proposal ("RFP")
process requesting proposals for the development of a portion of Block 33 in accordance
with adopted City plans which portion is presently not precisely defined and described
but which is anticipated to constitute approximately 75% of Block 33 and shall hereafter
be referred to as the "Property"; and
WHEREAS, Coburn has been selected by the City, as a result of the
aforementioned request for proposal process, to enter into this Agreement as an
"exclusive negotiating agreement" for the aforesaid purposes.
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:
1. Coburn shall conduct a market analysis/feasibility study for the
development of the Property in accordance with adopted City plans and the RFP and shall
present the same to the City for its consideration on or before the 28th day of February,
2005. Upon receipt of said market analysis/feasibility study, the City shall consider the
same, conduct discussions with Coburn and determine whether or not to move forward
with a design for the development of the Property. The City's determination shall be
made within seven (7) working days of receipt of the market analysis from Coburn, and
shall be at the City's sole discretion.
2. If the City determines to move forward with the project, then Coburn shall
prepare conceptual designs for the development of the Property, including site plans,
elevations, and a scale massing model, but not including detailed engineering drawings.
Said design shall be completed within forty-five (45) days of the City's decision to move
forward into the design stage and, upon completion, shall be submitted to the City for its
review.
3. Upon receipt of the design from Coburn, the City shall conduct a special
conceptual review of the same, coordinate discussions with Coburn pertaining to the
design details and, within seven (7) working days of receipt of the same, determine
whether or not to move forward with the project beyond the design stage. Such
determination shall be at the City's reasonable discretion.
4. If the City determines to move beyond the design stage, then Coburn shall
prepare all plans and submittals necessary to present a complete PDP application to the
City's Current Planning Department for development review and shall diligently pursue
development approval of the project to completion. All development applications and
related fees shall be paid to the City by Coburn as a part of the development review
process and no fees shall be waived by the City unless such waiver is authorized by City
Code. The City shall cooperate with Coburn in its pursuit of any necessary governmental
approvals and permits, including without limitation, the granting of all easements and
encroachment permits necessary for the completion of the development, provided that
Coburn complies with all governmental, legislative and administrative requirements
pertaining thereto.
5. If during the course of the market analysis, design and development
review process the city determines that any aspect of Coburn's market analysis, designs
or development plan for the Property is unacceptable, the City shall provide Coburn with
written notice of and an itemized list or description of such unacceptable items or
conditions. Upon receipt of such notice, Coburn shall have a reasonable time and
opportunity to correct such items; provided that Coburn shall diligently pursue correction
of such items in an expeditious manner.
6. During the course of market analysis, design and development review, the
City agrees that it shall not negotiate with any other developer, person or entity for the
development of the Property, it being the intention of the parties that Coburn shall have
the exclusive right to work toward the development of the Property during the aforesaid
stages of planning and development.
7. All drawings, plans, specifications, schematic designs, site plans,
elevations, scale models, engineering drawings, studies, feasibility reports, assessments,
marketing and trending research, marketing techniques, pricing policies, financial
information, sales processes, bidding processes, costs, profits, sales, markets, patents,
intellectual property, trademarks, service marks, patent applications, development plans
and all other data delivered in any form including, but not limited to, writings, drawings,
surveys, architectural renderings, graphs, charts, photographs, phonographic records, tape
recordings, discs, and data compilations in whatever form recorded or stored shall be and
remain at all times the sole property of Coburn.
8. If the development application is manifested in the approval of a Project
Development Plan, then the City and Cobum shall promptly negotiate in good faith
toward a mechanism for transferring ownership of the Property to Coburn for subsequent
development and marketing. Elements to be determined between the City and Coburn as
a part of said negotiations include the purchase price, and, if applicable, any deed
restrictions or future interests necessary to ensure that the property will be developed in
accordance with the City's intended purposes.
9. It is expressly understood between the parties that any transfer of
ownership of the property, must first be approved by the Council of the City of Fort
Collins in accordance with Chapter 23, Article IV of the City Code, and that such
approval is at the Council's sole discretion, provided however, that the Council of the
City of Fort Collins shall provide Coburn with its reasons for any disapproval of the sale
of the Property and an opportunity for Coburn to address the reasons for the City
Council's disapproval.
10. Preliminary to the negotiations contemplated in 4ki6. Paragraph 8, Coburn
shall provide the City with information regarding any public financial participation (such
as participation by the Downtown Development Authority) that Coburn anticipates will
be forthcoming in the development of the Project, and shall also demonstrate to the City
Coburn's financial commitment to perform the Project to completion by demonstrating to
the City that it has a satisfactory financial reputation to obtain construction financing and
take-out financing to construct the Project according to the approved Project
Development Plan.
11. Coburn shall be solely responsible for all expenses incurred in the
performance of this Agreement, including but not limited to preparing the market
analysis/feasibility study and the designs, any environmental reviews, vibration studies,
noise analyses, etc., and/or costs incurred in the development review process. The City
shall have no obligation to reimburse, share in or support Coburn in covering any costs
incurred by it as may be necessary to perform its obligations under this Agreement.
12. Coburn may terminate this Agreement, with or without cause, at any time,
upon the giving of fifteen (15) days written notice to the City. The City may terminate
this Agreement upon the giving of fifteen (15) days written notice to Coburn, if Coburn
has failed to perform its obligations under this Agreement in a timely, professional,
comprehensive and workmanlike manner. All notices provided under this Agreement
shall be effective when mailed, postage prepaid and sent to the following addresses:
If to the City:
Fort Collins City Manager
P.O. Box 580
Fort Collins, CO 80522-0580
If to Coburn:
John A. Koval, Vice President
Coburn Development, Inc.
1811 Pearl Street
Boulder, CO 80302
Any costs incurred by either party in the performance of this Agreement shall be the
obligation of such party upon termination.
13. Coburn, its agents, employees, contractors and representatives may enter
upon the Property at any time for the purpose of surveying, testing or conducting any
other reasonable activity thereon in pursuance of performing its duties under this
Agreement.
14. Coburn shall indemnify, save and hold harmless the City, its officers and
employees, from all damages whatsoever claimed by third parties against the City and
arising from Coburn's acts or omissions relating to the development of the Property; and
for the City's costs and reasonable attorneys fees, arising directly or indirectly out of
Coburn's negligent performance of any of the work under to this Agreement. Coburn
shall maintain commercial general liability insurance in the amount of $1,000,000 per
occurrence. To the extent authorized by law, the City shall indemnify, save and hold
harmless Coburn from damages arising directly or indirectly out of the City's negligent
performance of any of the work under this Agreement. Nothing herein shall be construed
as a waiver of the provisions of the Colorado Governmental Immunity Act, Sec. 24-10-
101 et seq. C.R.S.
15. The parties expect that there may be unforeseen delays and complications
that will arise during the course of performance of this Agreement and, accordingly, they
agree to reasonably consider requests for extensions of the deadlines as set out in this
Agreement, as long as the requesting party is diligently and conscientiously pursuing its
obligations under this Agreement. Any such agreed upon extension shall be set out in
writing signed by the parties.
16. This Agreement constitutes the entire understandings of the parties hereto
with regard to the subject matter hereof and may be amended only by written amendment
of the parties. This Agreement shall be binding upon the parties, their successors,
representatives and assigns. This Agreement shall be construed as though drafted
mutually by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
ATTEST:
City Clerk
APPROVE S TO FORM:
eputy City Attorney
A'P=70T.
CITY OF FORT COLLINS, COLD DO,
a municipal corporation
By:
Darin A. Atteberry, City Manager
COBURN DEVELOPM
a lorad//o,corporation
By: k .,
John A. Koval, Vice
C. Aq pEc._
, INC.