HomeMy WebLinkAboutRFP - P986 REAL ESTATE BUYERS AGENT11
REQUEST FOR PROPOSAL
CITY OF FORT COLLINS
P986 Real Estate Buyer’s Agent
The City of Fort Collins is seeking proposals from Real Estate Buyer's Agent/Broker to represent
the City in acquiring land suitable for future residential development under the City’s Affordable
Housing Land Bank program.
Written proposals [please provide five (5) copies] will be received at the City of Fort Collins'
Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals
will be received before 3:00 p.m. (our clock), May 17, 2005. Proposal No. P-986. If delivered,
they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If
mailed, the address is P.O. Box 580, Fort Collins, 80522-0580.
Questions concerning the scope of the project should be directed to Maurice Head, Project
Manager (970) 221-6342.
Questions regarding proposals submittal or process should be directed to James B. O'Neill II,
CPPO, FNIGP, Director of Purchasing and Risk Management. (970) 221-6775.
A copy of the Proposal may be obtained as follows:
1. Download the Proposal/Bid from the BuySpeed Webpage,
https://secure2.fcgov.com/bso/login.jsp
2. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request
a copy of the Bid.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have
a financial interest in the sale to the City of any real or personal property, equipment, material,
supplies or services where such officer or employee exercises directly or indirectly any decision-
making authority concerning such sale or any supervisory authority over the services to be
rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift,
gratuity favor, entertainment, kickback or any items of monetary value from any person who has
or is seeking to do business with the City of Fort Collins is prohibited.
Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures
that such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Sincerely,
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
REQUEST FOR PROPOSAL
CITY OF FORT COLLINS
REAL ESTATE BUYER'S AGENT
Proposal Number P-986
Proposal Date: 3:00 p.m. (our clock) May 17, 2005
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REQUEST FOR PROPOSAL
CITY OF FORT COLLINS
P986 Real Estate Buyer’s Agent
The City of Fort Collins is seeking proposals from Real Estate Buyer's Agent/Broker to represent
the City in acquiring land suitable for future residential development under the City’s Affordable
Housing Land Bank program.
Written proposals [please provide five (5) copies] will be received at the City of Fort Collins'
Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals
will be received before 3:00 p.m. (our clock), May 17, 2005. Proposal No. P-986. If delivered,
they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If
mailed, the address is P.O. Box 580, Fort Collins, 80522-0580.
Questions concerning the scope of the project should be directed to Maurice Head, Project
Manager (970) 221-6342.
Questions regarding proposals submittal or process should be directed to James B. O'Neill II,
CPPO, FNIGP, Director of Purchasing and Risk Management. (970) 221-6775.
A copy of the Proposal may be obtained as follows:
1. Download the Proposal/Bid from the BuySpeed Webpage,
https://secure2.fcgov.com/bso/login.jsp
2. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request
a copy of the Bid.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have
a financial interest in the sale to the City of any real or personal property, equipment, material,
supplies or services where such officer or employee exercises directly or indirectly any decision-
making authority concerning such sale or any supervisory authority over the services to be
rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift,
gratuity favor, entertainment, kickback or any items of monetary value from any person who has
or is seeking to do business with the City of Fort Collins is prohibited.
Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures
that such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Sincerely,
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
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REQUEST FOR PROPOSAL
CITY OF FORT COLLINS
P986 Real Estate Buyer’s Agent
Purpose
The City is seeking a “Real Estate Buyer’s Agent/Broker” to represent the City in acquiring land
suitable for future residential development as part of the Affordable Housing Land Bank program
(“Program”).
The goal of the Program is to maintain an adequate supply of land for housing low and
moderate income persons and families. The City has $1.3 million available to expend for land
banking purposes and additional funding is anticipated in the future. The Program will acquire
sites in fee simple that are primarily appropriate for multi-family residential development and
hold them long term so that they are available when needed.
Role of the Broker
The Broker’s primary responsibilities will be identifying and evaluating potential sites, bringing
the information to the City for review, and proceeding with negotiation to acquire the properties if
so directed by the City. The Scope of Work is described in more detail in Exhibit A to the
proposed contract attached to this RFP.
Site Selection Criteria
The Broker will focus on identifying sites in the City’s Growth Management Area. Some in-fill
sites should be considered to provide a distribution of sites around the City. However, land not
yet subject to intense development pressures will probably be cheaper than in-fill sites. For this
reason, sites the City may acquire should meet the majority of the following characteristics:
1. Sites should be the most affordable when considering not only the cost of the land but also
the cost to develop the site.
2. Sites should generally be 5-15 acres in a wide variety of locations to distribute affordable
housing throughout the City.
3. Sites should be close to services, public transportation, and infrastructure, without
environmental constraints and ready for development within a 5 to15 year time period.
4. Sites should be located within 1/2 mile of a planned or existing elementary school or middle
school.
5. Sites should be located within 1/2 mile of planned or existing parks.
6. Sites should be located within 1/2 mile of planned or existing transit routes.
7. Sites should be within 1/2 mile of planned future employment and retail centers.
8. Sites should be consistent with City and County Capital Improvement Programs.
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9. The zoning and structure plan of sites should also be considered.
10. The sites should be consistent with City Plan.
Evaluation Factors
Written proposals should include the following information which will be evaluated in
determining the successful Real Estate Buyer’s Agent/Broker:
1. To demonstrate familiarity with the Program goals and site selection criteria, the Broker shall
provide a list of 3 properties that he or she believes are appropriate for the Program,
including an explanation of why they are appropriate.
2. The Broker shall provide a description of qualifications, experience and resources as they
relate to undertaking this work.
3. The Broker shall provide a list of clients for whom work has been performed, including the
names of the person or firm contact person, addresses and phone numbers.
4. Broker’s proposed fee for providing the services to the City. This fee should be defined as a
percentage of the purchase price for a property closed on by the City in two different
circumstances:
(a) When the Broker completes all negotiations with a seller and the property can be
brought under contract by Broker using the City’s standard form purchase and sale
agreement with no material changes or additional contingencies, Broker’s fee will be
_____%.
(b) When the Broker negotiates with a seller and brings the terms of a transaction to the
City but City staff must complete the document preparation and review because the property
cannot be brought under contract without material changes to the City’s standard form
purchase and sale agreement, additional agreements such as easements or a lease back to
seller, action by the City Council, additional contingencies or other similar issues, Broker’s
fee will be ______%.
The City will pay Broker’s fee for a property on closing.
Scheduling
The City would like to locate appropriate Land Banking sites and bring them under contract
within 120 to 150 days of executing a contract with Broker.
Disclaimer
The City of Fort Collins reserves the right to reject any and all Real Estate Buyer’s
Agents/Brokers, according to City’s own judgment and best interest.
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REVIEW AND ASSESSMENT
Professional firms will be evaluated on the following criteria. These criteria will be the basis for
review of the written proposals and interview session.
The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and
5 being an outstanding rating.
WEIGHTING
FACTOR
QUALIFICATION
STANDARD
2.0
Scope of Proposal
Does the proposal show an understanding of the
project objective, methodology to be used and
results that are desired from the project?
2.0
Assigned Personnel
Do the persons who will be working on the project
have the necessary skills? Are sufficient people of
the requisite skills assigned to the project?
1.0
Availability
Can the work be completed in the necessary time?
Can the target start and completion dates be met?
Are other qualified personnel available to assist in
meeting the project schedule if required? Is the
project team available to attend meetings as
required by the Scope of Work?
1.0
Motivation
Is the firm interested and are they capable of doing
the work in the required time frame?
2.0
Cost and
Work Hours
Do the proposed cost and work hours compare
favorably with the project Manager's estimate? Are
the work hours presented reasonable for the effort
required in each project task or phase?
2.0
Firm Capability
Does the firm have the support capabilities the
assigned personnel require? Has the firm done
previous projects of this type and scope?
22//99//0000 22
Reference evaluation (Top Ranked Firm)
The project Manager will check references using the following criteria. The evaluation rankings
will be labeled Satisfactory/Unsatisfactory.
QUALIFICATION
STANDARD
Overall Performance
Would you hire this Professional again? Did
they show the skills required by this project?
Timetable
Was the original Scope of Work completed
within the specified time? Were interim
deadlines met in a timely manner?
Completeness
Was the Professional responsive to client
needs; did the Professional anticipate
problems? Were problems solved quickly and
effectively?
Budget
Was the original Scope of Work completed
within the project budget?
Job Knowledge
If a study, did it meet the Scope of Work?
If Professional administered a construction
contract, was the project functional upon
completion and did it operate properly? Were
problems corrected quickly and effectively?
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EXCLUSIVE RIGHT-TO-BUY CONTRACT
(BUYER AGENCY)
The City of Fort Collins, Colorado, a Municipal Corporation (“City”) appoints
_________,("Broker”) as the City’s exclusive agent for the purpose of representing the City to
acquire interests in real property for the City’s Affordable Housing Land Bank program (the
“Program”) under the terms specified herein. This contract shall be effective on the date signed
by the City.
1. Scope of Services. The City is seeking to acquire one or more properties
appropriate for the Program (“Property” or “Properties”). To assist the City in achieving this
goal, Broker shall perform the tasks identified as being Broker’s responsibility in the Scope of
Services attached hereto as Exhibit “A” and incorporated herein by reference. The City shall be
responsible for the tasks identified in Exhibit A as the City’s responsibility.
2. Effect of Exclusive Buyer Agency Contract. Broker is the limited agent of the
City and will represent only the City in transactions involving Properties for the Program. Any
compensation to Broker which is conditioned upon the acquisition by the City of interests in real
property will be earned by Broker whenever such interests are acquired by the City directly or
indirectly, without any discount or allowance for any efforts made by the City or any other
person in connection with the acquisition of such interests by the City. The City shall hire no
other Brokers to acquire Property for the Program during the period of this Contract. However,
the City reserves the right to allow City staff to seek out and negotiate for Properties for the
Program in addition to those Properties identified by Broker as part of Broker’s work hereunder.
The City reserves the right not to purchase any Properties presented by Broker.
3. Purchase. “Purchase of the Property” or “Purchase” means the voluntary
acquisition of any interest in the Property.
4. Property. The Property or Properties to be acquired shall meet the site selection
criteria listed on Exhibit “B” attached hereto and incorporated herein by this reference.
5. Duration of Agency. Broker’s authority as the City’s exclusive agent shall begin
________, 200_ and shall continue until ________, 200_ unless an extension is agreed to by
the parties.
6. Broker’s Services.
(a) Broker will exercise reasonable skill and care for the City, and make reasonable
efforts to locate properties suitable for the Project.
(b) Broker will promote the interests of the City with the utmost good faith, loyalty,
and fidelity, including but not limited to:
1) seeking a price and terms which are acceptable to the City,
2) procuring acceptance of any offer to purchase property and to assist in the
completion of the transaction;
3) presenting all offers to and from the City in a timely manner, regardless of
whether the City is already a party to a contract to purchase Property;
4) disclosing to the City adverse material facts actually known to Broker,
5) counseling the City as to any material benefits or risks of the transaction which
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are actually known to Broker,
6) advising the City to obtain expert advice as to material matters about which
Broker knows but the specifics of which are beyond the expertise of Broker, and
7) accounting in a timely manner for all money and property received.
(c) Broker shall not disclose to the seller or any other third party, without the
informed consent of the City:
1) that the City is willing to pay more than the purchase price for Property;
2) what the City’s motivating factor(s) are;
3) that the City will agree to financing terms other than those offered;
4) any material information about the City unless disclosure is required by law or
failure to disclose such information would constitute fraud or dishonest dealing;
5) any facts or suspicions regarding circumstances which would psychologically
impact or stigmatize Property; and
6) any City confidential or privileged information.
(d) Broker shall disclose to any prospective seller all adverse material facts actually
known by Broker, including but not limited to adverse material facts concerning the City’s
financial ability to perform the terms of the transaction.
7. Compensation to Broker.
(a) In consideration of the services to be performed by Broker, the City shall pay Broker
a fee equal to a percentage of the purchase price of a Property. This fee is conditioned upon
the City’s Purchase of the Property or the acquisition by the City of a property not in compliance
with the requirements specified in Section 4 but acquired by the City through Broker’s work
under this contract. This fee is payable upon closing of the transaction(s), subject to the
provisions of Section 9.
(b) The fee shall apply to Property contracted for during the original term of this contract
or any extension(s) and shall also apply to Property contracted for within thirty (30) days after
this contract expires or is terminated (Holdover Period) if the Property was shown or specifically
presented in writing to the City by Broker during the original term or any extension(s) of the term
of this contract; provided, however; that the City shall owe no commission to Broker under this
subsection if a commission is earned by another licensed real estate broker acting pursuant to
an exclusive right-to-buy contract or an exclusive agency Listing contract entered into during the
Holdover Period.
(c) The percentage fee paid shall be as follows:
(1) When the Broker completes all negotiations with a seller and the property can be
brought under contract by Broker using the City’s standard form purchase and sale
agreement with no material changes or additional contingencies, Broker’s fee will be
_____%.
(2) When the Broker negotiates with a seller and brings the terms of a transaction to
the City but City staff must complete the document preparation and review because the
property cannot be brought under contract without material changes to the City’s
standard form purchase and sale agreement, additional agreements such as easements
or a lease back to seller, action by the City Council, additional contingencies or other
similar issues, Broker’s fee will be ______%.
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(d) Whether the City shall purchase a Property and whether the City will complete the
document preparation to bring a Property under contract or shall instruct Broker to do so is in
the City’s sole discretion.
(e) Buyer is obligated to pay Brokers fee. However, Broker is authorized and instructed
to request payment of Broker’s fee by listing broker or by seller from the transaction.
8. Forms of Agreement. Any agreements, contracts or other legal documents
used in acquiring property for the City under this contract must be in a form acceptable to and
approved by the City. The City’s standard agreement for purchase and sale of real property is
attached hereto as Exhibit “C”.
9. Failure to Close. If a seller defaults under the terms of an agreement for
purchase and sale of Property, or if the City terminates an agreement for purchase and sale for
cause, Broker shall not be entitled to a fee. If the City defaults under the terms of an agreement
for purchase and sale of Property, Broker’s fee will be due and payable immediately. Broker
shall not be obligated to advance funds for the City.
10. Disclosure of Broker’s Role. At the earliest reasonable opportunity, Broker
shall inform any prospective sellers or their brokers with whom Broker negotiates pursuant to
this contract that Broker is acting on behalf of a Buyer-principal.
11. Disclosure of City’s Identity. Broker does have the City’s permission to
disclose the City’s identity to third parties without prior written consent of the City.
12. Assignment by City. No assignment of the City’s rights or obligations under this
contract and no assignment of rights or obligations in property obtained for the City under this
contract shall operate to defeat any of Broker’s rights.
13. Nondiscrimination. The parties agree not to discriminate unlawfully against any
prospective seller because of the race, creed, color, sex, marital status, national origin, familial
status, physical or mental handicap, religion or ancestry of such person.
14. Alternative Dispute Resolution: Mediation. If a dispute arises relating to this
contract and is not resolved, the parties shall first proceed in good faith to submit the matter to
mediation. The parties will jointly appoint an acceptable mediator and will share equally in the
cost of such mediation. In the event the entire dispute is not resolved within thirty (30) calendar
days from the date written notice requesting mediation is sent by one party to the other, the
mediation, unless otherwise agreed, shall terminate. This section shall not alter any date in this
contract, unless otherwise agreed.
15. Attorney Fees. In case of arbitration or litigation arising out of this contract, the
parties agree that the non-prevailing party shall be responsible for the prevailing party’s
reasonable costs and attorney fees.
16. Early Termination by City/Notice. Notwithstanding the time periods contained
herein, the City may terminate this Agreement at any time without cause by providing written
notice of termination to the Broker. Such notice shall be delivered at least fifteen (15) days prior
to the termination date contained in said notice unless otherwise agreed in writing by the
parties. All notices provided under this Agreement shall be effective when mailed, postage
6
prepaid and sent to the following addresses:
City: Professional:
City of Fort Collins, Purchasing
PO Box 580
Fort Collins, CO 80522
17. Modification of this Contract. No subsequent modification of any of the terms
of this contract shall be valid, binding on the parties, or enforceable unless in writing and signed
by the parties.
18. Entire Agreement. This contract constitutes the entire agreement between the
parties and any prior agreements, whether oral or written, have been merged and integrated
into this contract.
THE CITY OF FORT COLLINS, COLORADO
By: _________________________________
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
DATE: ______________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Assistant City Attorney
[Insert Professional's name] or
[Insert Partnership Name] or
[Insert individual's name]
Doing business as ____[insert name of business]
Accepted By: __________________________________
Title: _______________________________
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: _______________________________
ATTEST:
_________________________________ (Corporate Seal)
Corporate Secretary
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EXHIBIT A
SCOPE OF WORK
A. The Broker shall be responsible for assisting the City in locating and placing under
contract to purchase appropriate properties (“Property” or “Properties”) for the City’s Affordable
Housing Land Bank program (“Program”). The City’s goal is to have such Properties under
contract within 150 days of the execution of this contract.
B. The steps to be completed, the party responsible for each step, and the required time
frame, if any, for completion of each step, are as follows:
1. Broker shall locate and identify Properties appropriate for the Program under the
guidelines listed in Exhibit B to this Contract.
2. Broker shall determine whether the owners of the Properties are willing to sell.
3. Broker shall research and identify any development constraints on the Properties,
including but not limited to:
a) Appropriate zoning (LMN);
b) Analysis of potential price;
c) The size of the Properties and the number of housing units each could support;
d) Any infrastructure needs that have not yet been addressed;
e) The net acreage available for development on each Property, allowing for
requirements such as on-site detention, etc.
f) Any other known or suspected problems with the Properties.
4. Broker shall seek conceptual review of the Properties by the appropriate City
Departments. The City shall assist the Broker in this process.
5. Broker shall present to the City for review all information Broker has obtained about the
Properties.
6. Within five business days of the Broker’s presentation, the City shall decide whether to
proceed to acquire any of the Properties presented by Broker, and notify Broker of its decision.
7. Should the City decide to proceed towards acquisition of one or more Properties, the
Broker shall begin negotiations with the seller(s) on terms and conditions of a purchase, working
from the City’s standard form Purchase and Sale Agreement (attached to this Contract as
Exhibit C).
8. If the City wants an appraisal of a Property, the City shall order and pay for such
appraisal, and shall share the results of such appraisal with Broker.
9. Broker shall keep the City advised of the status of negotiations. Once Broker has
negotiated what Broker believes to be the best possible terms and conditions for purchase of a
Property by the City, Broker shall present the proposed transaction to the City.
10. The City shall review the proposed terms and conditions and shall decide whether it is in
the best interests of the City to enter into the proposed transaction. The City shall notify Broker
8
of its decision within five business days of Broker’s presentation of the proposed transaction.
11. Should the City decide to proceed with the proposed transaction, the City shall either:
a) Direct Broker to conclude negotiations and complete the necessary paperwork to
bring the Property under contract, or
b) Complete the negotiations and document preparation itself and bring the property
under contract.
Option (a) is the City’s preferred approach in order to save staff time, however, it shall
only be appropriate if the proposed transaction is straightforward and will not involve material
changes to the City’s standard Purchase and Sale Agreement. Should the proposed
transaction involve additional contingencies, material changes to the City’s standard Purchase
and Sale Agreement, leases or easements back to the seller, City Council action or other similar
issues, the City may choose option (b) as City staff are in the best position to process those
issues on the City’s behalf, including drafting of documents, requesting action by City Council,
and legal review.
12. After a Property is under contract, the City shall update and review the title commitment and
order any necessary environmental assessments or other assessments prior to closing.
13. The Broker shall assist the City in resolving any issues that arise prior to closing.
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EXHIBIT B
SITE SELECTION CRITERIA
In order to comply with the requirements of the Code of the City of Fort Collins for land banking
properties, Broker shall focus on identifying sites within the Fort Collins Growth Management
Area that meet the majority of the following requirements:
1. Sites should be the most affordable when considering not only the cost of the land but
also the cost to develop the site.
2. Sites should generally be five (5) to fifteen (15) acres in a wide variety of locations to
distribute affordable housing throughout the City.
3. Sites should be close to services, public transportation, and infrastructure, without
environmental constraints and ready for development within a 5 to15 year time period.
4. Sites should be located within 1/2 mile of a planned or existing elementary school or
middle school.
5. Sites should be located within 1/2 mile of planned or existing parks.
6. Sites should be located within 1/2 mile of planned or existing transit routes.
7. Sites should be within 1/2 mile of planned future employment and retail centers.
8. Sites should be consistent with City and County Capital Improvement Programs.
9. The zoning and structure plan of sites should also be considered.
10. The sites should be consistent with City Plan.
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EXHIBIT C
CITY’S STANDARD FORM PURCHASE AND SALE AGREEMENT
[SPURCHASEAGR2005.wpd]
AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY
Dated , 200
THIS AGREEMENT, is made and entered into by and between ,
hereinafter referred to as “the Seller”, and THE CITY OF FORT COLLINS, a municipal
corporation, hereinafter referred to as “the Purchaser”.
WITNESSETH:
For and in consideration of the promise of the Purchaser to purchase and of the Seller to
sell the real estate described in paragraph 1 hereinafter, and other good and valuable
consideration, the receipt and adequacy of which are hereby confessed and acknowledged, the
parties agree to be legally bound whereby the Seller agrees to sell and the Purchaser agrees to
purchase the said real estate on the terms and conditions hereinafter set forth.
1. Description of Real Property. The real estate which is the subject matter of this
Agreement of Purchase and Sale is that certain parcel of real property located in the County of
Larimer, State of Colorado, which real property is described on Exhibit “A” attached hereto and
incorporated by reference together with all improvements and appurtenances thereto. Said real
property and personal property shall be hereinafter referred to as “the Property”. The Property
shall include any fences, buildings, landscaping, and other improvements now located thereon,
including all fixtures of a permanent nature. The Property shall also include all water taps, gas
taps and sewer taps belonging or in any way appertaining thereto. In addition, the Property shall
include all of the Seller’s right, title and interest in and to easements, rights-of-way, future
interests and rights to the same belonging and inuring to the benefit of the Property, and in and to
all strips and gores of land lying between the Property and adjoining Property or streets, roads or
highways, open or proposed.
2. Method of Conveyance. The Seller agrees to sell to the Purchaser and the
Purchaser agrees to purchase from the Seller, subject to the terms and conditions as set forth
herein, the Property. The Property shall be conveyed by the Seller at the time of closing to the
Purchaser by general warranty deed, free and clear of all liens and encumbrances, except and
subject to the following:
A. Any restrictions, reservations or exceptions contained in any United States
or State of Colorado patents of record;
B. All zoning and other governmental rules and regulations;
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C. Statutory lien rights resulting from the inclusion of the Property in any
special taxing district or improvement districts;
D. All oil, gas or other mineral reservations or exceptions of record; and
E. General property taxes, assessments and charges for 200 and all
subsequent years.
3. Purchase Price. The purchase price of the Property shall be
Dollars ($ ) and shall be payable by the Purchaser to the Seller as follows:
A. The sum of Ten Dollars ($10.00), representing an earnest money deposit,
shall be paid by the Purchaser upon the execution of this Agreement by
check to the Seller.
B. The balance of the purchase price in the amount of
Dollars ($ ), subject to closing costs and customary prorations,
as hereinafter provided, shall be payable by check from the Purchaser to
the Seller at the time of closing, as hereinafter set forth.
4. Title Insurance. On or before 200 , the Seller, at its own expense, shall
provide to the Purchaser a title insurance commitment, in an amount equal to the purchase price,
and shall provide copies of all documents of record related to exceptions notified in said title
commitment (“Title Documents”). Purchaser shall have the right to inspect the Title Documents.
The title insurance commitment obtained by the Seller shall show marketable title to the Property
in the Seller, subject only to those items set forth in paragraph 2 hereinabove. In the event said
title insurance commitment discloses title defects unsatisfactory to Purchaser and subject to
which the Purchaser need not take title, written notice by Purchaser shall be given to the Seller
within five (5) calendar days after receipt by Purchaser of title commitment or any title changes.
The Seller shall cure such defect within a reasonable amount of time, at their expense, without in
any other manner affecting the terms of this Agreement. If any instrument or deposit is
necessary in order to obviate a defect in or objection to title, the following shall apply: (a) Any
such instrument shall be in such form and shall contain such terms and conditions as may be
reasonably required by the title insurance company so as to satisfy said company sufficiently for
it to omit such defect or objection; (b) Any such deposit shall be made with the said title
insurance company; and (c) the Seller agrees to execute, acknowledge and deliver any such
instrument and to make any such deposit. In the event said title insurance company refuses to
omit any title defect or objection prior to closing, then the Purchaser shall, at its election, have
the right to accept such title as the Seller is able to convey, without any reduction of the purchase
price; or the Purchaser shall have the right to rescind this Agreement and, upon such rescission
pursuant to this paragraph, the Purchaser shall be entitled to the return of the amount of money
theretofore paid to the Seller or its agent; and upon such payment, this Agreement shall be null
and void and of no further effect, and all parties to this Agreement shall be released from all
obligations hereunder. Notwithstanding the foregoing, in the event the inability of the Seller to
convey marketable title to the Purchaser is due to an act or omission of the Seller, the Seller shall
be in default and shall continue to be liable hereunder.
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5. Closing. The closing of this transaction shall be held on or before ,
200 , .m. at Title Company, , Fort Collins, Colorado, or at
such other reasonable time, date or location as the parties may mutually agree upon.
6. Possession. Possession of the Property shall be delivered to the Purchaser on date
of closing.
7. Proration. Real property taxes and assessments and similar expenses, in
accordance with local practice, shall be prorated as of the date of closing.
8. Remedies on Default. If any note or check received as earnest money hereunder
or any other payment due hereunder is not paid, honored or tendered when due, or if any other
obligation hereunder is not performed as herein provided, there shall be the following remedies:
A. If the Purchaser is in default, then the earnest money deposit shall be
forfeited by the Purchaser and retained on behalf of the Seller, and both
parties shall thereafter be released from all obligations hereunder. It is
agreed that the earnest money deposit is liquidated damages and is the
Seller’s sole and only remedy for the Purchaser’s failure to perform the
obligations of this Agreement. The Seller expressly waives the remedies
of specific performance and additional damages.
B. If the Seller is in default, the Purchaser may elect to treat this Agreement
as terminated, in which case all payments and things of value received
hereunder shall be returned to the Purchaser, and the Purchaser may
recover such damages as may be proper, or the Purchaser may elect to
treat this Agreement as being in full force and effect, and the Purchaser
shall have the right to an action for specific performance or damages, or
both.
9. Notices. Any notice or other communication given by either party hereto to the
other relating to this Agreement shall be hand delivered or sent by registered or certified mail,
return receipt requested, addressed to such other party at their respective address as set forth
below; and such notice or other communication shall be deemed given when so hand delivered
or on the third business day after when so mailed;
If to Seller:
___________________________
If to Purchaser:
Real Estate Service Manager
City of Fort Collins
P.O. Box 580
Fort Collins, CO 80522
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With a copy to:
Affordable Housing Land Bank Program
City of Fort Collins, Colorado
P.O. Box 580
Fort Collins, CO 80522
10. Assignment. This Agreement shall not be assigned by either of the parties hereto
without the prior written consent of the other party, which consent shall not be unreasonably
withheld.
11. Maintenance of the Property/Title. The Seller shall keep, or cause to be kept, the
Property in its condition as of the date hereof until the closing of this transaction, subject to
normal wear-and-tear and seasonal changes, and agrees not to commit or permit waste thereon.
The Seller shall not cause or permit new liens, easements or other encumbrances on the title to
the Property during the term of this Agreement, except as expressly agreed by Purchaser in
writing.
12. Representations of Seller. The Seller represents and warrants as of the date of this
Agreement and as of the date of closing, as follows:
A. There is no litigation proceeding pending (or to the Seller’s knowledge
threatened) against or relating to any part of the Property, nor does the
Seller know of or have reasonable grounds to know of any basis for any
such action;
B. The Seller has no knowledge of any pending or threatened condemnation
or eminent domain proceeding with respect to the Property or any part
thereof;
C. The Seller has not received notice of, and to the best of the Seller’s
knowledge, there are no violations of any laws, orders, regulations or
requirements of any governmental authority affecting the Property or any
part thereof;
D. The Seller has the unconditional right and power to execute and deliver
this Agreement to consummate this transaction;
E. The Seller has not received notice of default or breach by Seller or under
any of the covenants, conditions, restrictions, rights-of-way or easements
affecting the Property or any portion thereof; no such default or breach
now exists or will exist on the date of closing; and no event has occurred
and is continuing which, with or without notice and/or the passage of time,
shall constitute such a default or breach under any thereof;
F. To the best of the Seller's knowledge, the Property has never been used as
a landfill or waste dump; there has been no installation in, or production,
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disposal or storage on the Property of any hazardous material, hazardous
waste or other toxic or regulated substances by Seller, Seller’s agents,
employees, or assigns, any tenant or previous owner or previous tenant;
nor has there been any other activity that is known to or reasonably could
have resulted in an environmental condition requiring investigation or
remediation on the Property; and there is no anticipated, threatened or
pending proceeding or inquiry by any governmental authority or agency
with respect thereto. Seller represents that it has provided to Purchaser all
environmental reports in its possession; and,
G. To the best of the Seller's knowledge, no property in the vicinity of the
Property has ever been used as a landfill or waste dump; there has been no
installation in, or production, disposal or storage in the vicinity of the
Property of any hazardous material, hazardous waste or other toxic or
regulated substances by any owner, tenant or previous owner or previous
tenant or any other activity which could have resulted in an environmental
condition requiring investigation or remediation on the Property; and there
is no anticipated, threatened, or pending proceeding or inquiry by any
governmental authority or agency with respect to property in the vicinity
of the Property that may relate to the condition of or need to take
investigative or remedial action on the Property.
13. Casualty. In the event that the Property is substantially damaged by fire, flood or
casualty between the date of this Agreement and the date of closing of title, this Agreement may,
at the option of the Purchaser, be declared null and void and of no further force or effect; and all
the parties to this Agreement shall be released from all obligations hereunder; and the Purchaser
shall be entitled to a refund of the amount of money, if any, theretofore paid to the Seller or
Seller’s agent.
14. Headings. Paragraph headings used herein are for convenience of reference and
shall in no way define, limit or prescribe the scope or intent of any provision under this
Agreement.
15. Terms Survive Closing. To the extent necessary to carry out all of the terms and
provisions hereof, the said terms, obligations and rights set forth herein shall be deemed not
terminated at the time of closing; nor shall they be necessarily merged with the various
documents executed and delivered at such time.
16. Construction. Words of the masculine gender shall include the feminine and
neuter gender and when the sentence so indicates, words of the neuter gender shall refer to any
gender. Words in the singular shall include the plural and vice versa. This Agreement shall be
construed according to its fair meaning, and as if prepared by both parties hereto, and shall be
deemed to be and contain the entire understanding and agreement between the parties hereto.
There shall be deemed to be no other terms, conditions, promises, understandings, statements or
representation, expressed or implied, concerning this Agreement unless set forth in writing and
signed by both parties hereto.
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17. Time is of the Essence. It is agreed that time shall be of the essence of this
Agreement and each and every provision hereof.
18. Inspection. The Purchaser or any designee of Purchaser, shall have the right to
make inspections of the physical condition of the Property and the improvements located thereon
at the Purchaser's expense. Such inspections may include, but shall not be limited to, inspections
regarding compliance with any building or fire code, environmental protection, pollution or land
use or zoning laws, rules or regulations, including, but not limited to any laws relating to the
disposal or existence of any hazardous substance or other regulated substance in or on the
Property. If written notice of any unsatisfactory condition, as determined at Purchaser's sole
discretion, signed by Purchaser, is not received by the Seller on or before , 200 , the
physical condition of the Property and the improvements located thereon shall be deemed to be
satisfactory to the Purchaser. If written notice of any unsatisfactory condition, signed by the
Purchaser, is given to the Seller on or before , 200 , Seller shall either cure such
conditions or this Agreement may be terminated at the option of the Purchaser. Upon such
termination, all payments and things of value received hereunder by the Seller shall be returned
to the Purchaser. The Purchaser is responsible and shall pay for any damage which occurs to the
Property and the improvements located thereon as a result of such inspections.
19. Contingencies. This Agreement is hereby made expressly contingent upon the
approval of this Agreement by the City Council of the City of Fort Collins (hereinafter the
“Council”), if necessary or appropriate, and upon the Council budgeting and appropriating funds
in an amount sufficient to fulfill the Purchaser’s obligations hereunder, both of which events
must occur on or before 200 . In the event the Council fails to approve this
Agreement and to budget and appropriate funds to satisfy the Seller’s obligations under this
Agreement on or before , 200 , then this Agreement shall be automatically terminated and
all parties shall be released from all obligations hereunder and any monies theretofore paid to the
Seller by the Purchaser shall be refunded in full to the Purchaser.
20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, administrators, successors and assigns.
21. Attorneys’ Fees and Costs. In the event either of the parties hereto shall default in
any of their covenants or obligations herein provided and the party not in default commences and
prevails in any legal or equitable action against the defaulting party, the defaulting party
expressly agrees to pay all reasonable expenses of said litigation, including a reasonable sum for
attorneys’ fees.
22. Authority. The persons who have executed this Agreement represent and warrant
that they are duly authorized to execute this Agreement in their individual or representative
capacity as indicated.
23. Facsimile Signatures. The parties agree that facsimile signatures shall be an
acceptable means of executing this Agreement; however, Agreements executed with original
signatures shall be provided to each party prior to closing.
24. Counterpart Signatures. This Agreement may be executed in as many counterparts
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as may be deemed necessary and convenient, and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. In addition, this Agreement may
be executed initially, by facsimile counterpart copies, and upon receipt of the same, shall be
deemed legally enforceable.
25. Governing Law/Venue. This Agreement shall be construed and enforced
according to the laws of Colorado, and venue in any proceeding related to the subject matter of
this Agreement shall be in Larimer County, Colorado.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
SELLER:
Date:
PURCHASER:
THE CITY OF FORT COLLINS, COLORADO
a Municipal Corporation
Date: By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney