HomeMy WebLinkAboutRealvest Equities Partners, LLC Exclusive Buyer Representation Services - 2020 02 04 Project Data Entry Form
(for Tenant Rep/ Buyer Rep / Consulting / BOV/ Referral)
NOTE: If you have a Listing Agreement-DO NOT USE THIS FORM.
Use the New Listing Form and Commercial Listing Checklist
Completed By Paul P Partyka Date 3/31/2020
Project Information
Deal Name :City of Winter Springs Acquisitions-CONFIDENTIAL
Deal Type(Choose from List) Acquisition
Status
Business Line(Choose from List) :Corporate Services
Office Location Winter Springs City Hall
Side Represented Buyer
Assignment Start Date 02/04/20
Assignment End Date(optional)
Contacts
Primary NAI Realvest Broker Paul P Partyka
Additional NAI Realvest Broker na
Additional NAI Realvest Broker
Additional NAI Realvest Broker
Client Company Name City Of Winter Springs
Client Company Street Address Rt 434,City Hall
Client Company City,State,Zip Winter Springs, FL 32708
Client Contact Name Shawn Boyle, City Manager
Client Contact Phone 407-327-1800
Client Contact Email sboyle@winterspringsfl.org
Referring Broker(if applicable) na
NAI Global NAIDC#(if applicable) na
Pipeline Information
Estimated Total Transaction Value($)
Estimated Probability of Closing(%)
Estimated Closing Date
Estimated Commission%of Transaction Value
Deal Share -NAI Realvest Brokers (split among brokers, not split with house-must equal 00'
NAI Realvest Broker(s)only-No outside brokers Percentage
(1) Paul P Partyka 100
(2)
(3)
(4)
Additional
have the following targets to buy:
lot on 434- 1.3 acres-$150,000 wagner point-7 individual parcels @ 200,000=total 1,400,000
event parcel-8.1 acres-$2,100,000
property by torcaso park-house and land-250,000
CITY OF WINTER SPRINGS,FLORIDA
EXCLUSIVE BUYER REPRESENTATION SERVICES
THIS AGREEMENT, made and entered into this day of
2019, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation,
hereinafter referred to as "City," and fit 146-S" � J 0716S QAkT'At a LL(
Fw R2►b R Co K FauY ,hereinafter referred to as"Realtor." O dA K A 7
WITNESSETH:
WHEREAS,the City is desirous of retaining exclusive buyer representation services of a
duly licensed Florida real estate broker for purposes of locating, negotiating and acquiring
suitable real property for municipal purposes; and
WHEREAS, the Realtor is a duly licensed Florida real estate broker who desires to
provide exclusive buyer representation services on behalf of the City pursuant to the terms and
conditions of this Agreement; and
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
promises herein contained,the parties hereto agree as follows:
1. Exclusive Buyer Brokerage Services, The City hereby grants to Realtor the
exclusive right to work with and assist the City in locating and negotiating the acquisition of
suitable real property as described and directed by the City's City Manager under this
Agreement. The City's City Manager will be responsible for describing the type, location, price
range, and other preferred terms and conditions of the real property sought to be acquired by the
City. The City's City Manager shall be solely responsible for authorizing any offers or contracts
to acquire real property under this Agreement, subject to City Commission approval. The term
"acquire"or"acquisition" shall mean the purchase of real property in fee simple title.
2. Term. The Term of this Agreement shall begin on and will
terminate at such time either party, at its discretion, terminates this Agreement by providing
written notice to the other party ("Termination Date"). If Realtor terminates this Agreement, the
City will be released from all further obligations under this Agreement. However, if the City
terminates this Agreement and enters into an agreement to acquire real property that is pending
on the Termination Date, this Agreement shall continue in effect until that transaction has closed
or otherwise terminated.
3. Compensation. Realtor's sole compensation under this Agreement shall be
earned when,during the term of this Agreement, the City or Realtor acting on behalf of the City
(as a "strawman") contracts to acquire real property as described and directed by the City under
this Agreement. The City will be responsible for paying the Realtor < % of the total
purchase price for the acquired property,less any amount which Realtor receives from the seller
or a real estate licensee who is working with the seller, to be paid on the condition that the
closing occurs and the City acquires the property. To be clear, no compensation shall be paid to
Realtor until and unless the closing occurs on any contract to acquire real property authorized by
the City under and during the term of this Agreement.
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4. Realtor's Obligations. The Realtor shall have the following obligations under
this Agreement:
a. Use Realtor's professional knowledge and skill;
b. Discuss and strategize regarding property requirements and assist City in locating
and viewing suitable properties;
C. Assist City to make offers and contract for property, monitor deadlines and close
any resulting transaction;
d. Cooperate with Seller or real estate licensees working with seller, if any, to
effectuate a transaction. Realtor understands that even if Realtor is compensated by a seller or a
real estate licensee who is working with a seller, such compensation does not compromise
Realtor's duties to City;
C. Will avoid any interests in conflict with the City's interests under this Agreement
including, but not limited to, working with other prospective buyers who want to acquire the
same property as City or making competing offers to acquire the same property as City;
f. Maintain the City's confidence and anonymity regarding any City interest in
acquiring any real property unless authorized by the City's City Manager;
g. Will not disclose the existence of this Agreement or relationship with the City
without the City's City Manager's prior consent; and
h. Will not disclose any confidential discussions or information provided by the City
without the prior approval of the City's City Manager.
i. Adhere to the principles expressed in the Fair Housing Act and will not
participate in any act that unlawfully discriminates on the basis of race, color, religion, sex,
handicap, familial status, country of national origin or any other category protected under
federal, state or local law.
j. When requested by the City, recommend the hiring of appropriate professionals
for tax, environmental, engineering, foreign reporting requirements and other specialized advice
related to any transaction under this Agreement.
5. City's Obligations. City agrees to cooperate with Realtor in accomplishing the
objectives of this Agreement, including:
a. Conducting all negotiations and efforts to locate suitable property only through
Realtor and referring to Realtor all inquiries of any kind from real estate licensees, property
owners or any other source.
b. Providing Realtor with accurate information requested by Realtor in connection
with ensuring City's ability to acquire property.
C. Being available to meet Realtor at reasonable times for consultations and to view
properties.
d. Indemnify and hold Realtor harmless from and against all losses, damages, costs
and expenses of any kind, including attorney's fees, and from liability to any person, that Realtor
incurs because of acting on City's behalf in furtherance of direction expressly provided by the
City to Realtor under this Agreement.
e. Not asking or expecting to restrict the acquisition of a property according to race,
color, religion, sex, handicap, familial status, country of national origin or any other category
protected under federal, state or local law.
f. consulting the City Attorney regarding legal issues and appropriate professionals
for tax, environmental, engineering, foreign reporting requirements and other specialized advice.
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6. Confidentiality Clause. The City gives authorization to Realtor to act
confidentially on the City's behalf in contracting for the acquisition of property under this
Agreement. The Parties acknowledge that the existence and the terms of this Agreement and any
oral or written information exchanged between the Parties in connection with the preparation and
performance of this Agreement are regarded as confidential information. Each Parry shall
maintain confidentiality of all such confidential information, and without obtaining the written
consent of the other Party, it shall not disclose any relevant confidential information to any third
parties, except for the information that; (a)is or will be in the public domain (other than through
the receiving Party's unauthorized disclosure); (b) is under the obligation to be disclosed
pursuant to the applicable laws or regulations, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its officers, employees,
shareholders, investors, legal counsels or professionals regarding the property acquisition
transactions contemplated hereunder, provided that such officers, employees, shareholders,
investors,legal counsels or professionals shall be bound by the confidentiality obligations similar
to those set forth in this Section. Disclosure of any confidential information by the staff members
or agencies hired by any Party shall be deemed disclosure of such confidential information by
such Party, which Party shall be held liable for breach of this Agreement. All copies of
information developed by Realtor in connection with the Agreement are the property of and will
be returned to the City,upon termination of this Agreement or upon request. Realtor reserves the
right to shred or otherwise dispose of information at such time records may be discarded in
accordance with the Florida Public Records Act, unless it receives instructions to the contrary
from City. Realtor will not reveal or disclose either information or findings concerning this
Agreement with anyone who does not have a substantial need-to-know and who has not been
expressly authorized in writing by City to receive the infonnation/findings. The Realtor must
ensure that all safeguards and proper procedures are implemented to protect confidential
information. This Section shall survive the termination of this Agreement for any reason.
7. Party Representatives. The City Manager or his duly designated representatives
shall be considered the City representative for this Agreement. Any and all services performed
pursuant to this Agreement shall be done so only at the specific request of the City
representative. or his duly designated representative shall be
considered the Realtor representative. All property acquisitions desired by the City must be
submitted in writing to the City's designated representative.
8. Assignment; Title for Transactions. Realtor agrees to make no assignment of
any of its rights,duties or obligations under this Agreement without the express,written approval
of the City. However, the Parties acknowledge and agree that depending on the structure of the
property acquisition transactions and for purposes of maintaining the City's anonymity and
confidentiality requirements hereunder, Realtor may be required to obtain binding property
acquisition contracts from the seller in the name of the Realtor subject to the express
unconditional right to assign said contracts to the City. The property will be assigned and title in
the name of the City and/or assigns at closing, or upon agreement of the Parties, a simultaneous
closing agreement will be entered into between the Realtor and City underr which the property
will be transferred from the seller to Realtor and then simultaneously transferred to the City.
9. Liability Insurance. Realtor shall purchase and maintain such insurance as will
protect it from claims which may arise out of or result from its performance under the
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Agreement, whether such performance be by Realtor or by any subcontractor or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any of them may be
liable. The insurance shall be written for not less than the greater of$1,000,000 and any limits
required by law, and shall include contractual liability insurance as applicable to Realtor's
obligations under any applicable indemnification clause of this Agreement.
10. Limit of Liabilities. The City's liability under this Agreement is expressly
limited to the amount of compensation that Realtor may be entitled to pursuant to Section 3 of
this Agreement, Furthermore, notwithstanding any other provision set forth in this Agreement,
nothing contained in this Agreement shall be construed as a waiver of the City's right to
sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the
City's potential liability under state or federal law. As such, the City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further, the
City shall not be liable for any claim or judgment, or portion thereof, to any one person for more
than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof,
which, when totaled with all other claims or judgments paid by the State or its agencies and
subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred
thousand dollars($200,000.00). This paragraph shall survive termination of this Agreement.
11. Jurisdiction; Venue; Dispute Resolution; Attorney's Fees. This Agreement
shall be construed in accordance with the laws of the State of Florida and any remedies of the
parties pertaining hereto shall likewise be governed by the Laws of the State of Florida. The
parties further agree that venue for any dispute under this Agreement shall be in Seminole
County, Florida. Any unresolvable dispute between City and Realtor under this Agreement will
be mediated. If a settlement is not reached in mediation, the matter will be submitted to binding
arbitration in accordance with the rules of the American Arbitration Association or other
mutually agreeable arbitrator. The Parties will split the cost of mediation and arbitration. Except
as expressly provided in this Agreement, each Party agrees to bear their own attorney's fees and
legal costs under this Agreement including during any mediation or arbitration proceeding.
12. Conflict of Interest. The Realtor is aware of the conflict of interest laws of the
State of Florida, Chapter 1]2, Florida Statutes, as amended, and agrees that it will fully comply
in all respects with the terms of said laws. It is the intention of both the City and the Realtor that
the Realtor maintains the highest standards of ethical propriety in connection with its duties
under this Agreement. Any potential conflicts of interest and the full scope of such conflicts shall
be disclosed to the City by the Realtor, so that the City may determine if the potential conflict of
interest is one that it wishes to waive or the potential conflict may be resolved. %
13. Entire Agreement. This Agreement constitutes the entire Agreement and
understanding between the City and the Realtor with respect to property acquisition services.
This Agreement supersedes any and all agreements, either oral or written, between the Parties
hereto with respect to said services and contains all the covenants and agreements between the
Parties with respect to the rendering of such services. This Agreement may be modified or
amended only by a written document signed by the Parties hereto.
14. Waiver and Severability. The failure of a party to insist upon strict adherence to
any term of the Agreement shall not be considered a waiver, or deprive the party of the right
thereafter to insist upon strict adherence to that term, or any other term of the Agreement. Any
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breach or default by a party shall not be waived or released other than in writing signed by the
other party. Each provision of the Agreement shall be deemed to be severable from all other
provisions of the contract and, if one or more of the provisions of the contract shall be declared
invalid, the remaining provisions of the contract shall remain in full force and effect.
15. Third Party Dealings. Realtor will not provide information related to the City to
third parties except with the permission of, and under the specific direction of, City's City
Manager.
16. Warranty. Realtor represents and warrants that all work performed under this
Agreement will be performed by individuals who are qualified to do so in accordance with
requirements as are from time-to-time issued by various realtor and other professional bodies.
Realtor further represents and warrants that Realtor has no direct or indirect financial
relationship to the City, other than the relationship described in this Agreement.
17. Public Records. Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws, Realtor agrees that any records, documents, transactions,
writings, papers, letters, computerized information and programs, maps, books, audio or video
tapes, films, photographs, data processing software, writings or other material(s), regardless of
the physical form, characteristics, or means of transmission, of Realtor related, directly or
indirectly, to the services provided to the City under this Agreement and made or received
pursuant to law or ordinance or in connection with the transaction of official business by the
City, may be deemed to be a public record, whether in the possession or control of City or the
Realtor. Said records, documents, transactions, writings, papers, letters, computerized
information and programs, maps, books, audio or video tapes, films, photographs, data
processing software, writings or other material(s), regardless of the physical form,
characteristics, or means of transmission of Realtor subject to the provisions of Chapter 119,
Florida Statutes, and may not be destroyed without the specific written approval of the City's
designated custodian of public records.
IF REALTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE REALTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS, ANDREA LORENZO LUACES, CITY CLERK, AT (407) 327-5955,
ALUACES@CITYOFWINTERSPRINGS.ORG, 1126 EAST STATE ROAD 434, WINTER
SPRINGS,FLORIDA 32708.
Realtor is required to and agrees to comply with public records laws. Realtor shall keep
and maintain all public records required by City to perform the services as agreed to herein.
Realtor shall provide the City, upon request from the City's City Clerk, copies of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does
not exceed the cost provided by law. Realtor shall ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term. Upon completion of the Agreement,
Realtor shall transfer to City, at no cost, all public records in possession of the Realtor. Upon
such transfer, Realtor shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored electronically must
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be provided to City, upon request from the City Clerk, in a format that is compatible with the
information technology systems of City. Should the Realtor does not possess public records
relating to this Agreement which are requested to be inspected or copied by the City or any other
person, the City shall immediately notify Realtor of the request and Realtor shall then provide
such records to the City or allow the records to be inspected or copied within a reasonable time.
If Realtor does not comply with a public records request, the City enforce this Section to the
extent permitted by law. Realtor acknowledges that if Realtor does not provide the public
records to the City within a reasonable time, Realtor may be subject to penalties under Section
119.10, Florida Statutes. Realtor acknowledges that if a civil action is tiled against Realtor to
compel production of public records relating to this Agreement, the court may assess and award
against Realtor the reasonable costs of enforcement, including reasonable attorney fees. All
public records in connection with this Agreement shall, at any and all reasonable times during
the normal business hours of Realtor, be open and freely exhibited to the City and City's
contractors and agents for the purpose of examination, audit, or otherwise. Failure by Realtor to
grant such public access and comply with public records laws and/or requests shall be grounds
for immediate unilateral cancellation of this Agreement by the City upon delivery of a written
notice of cancellation. If Realtor fails to comply with this Section, and the City must enforce this
Section, or the City suffers a third party award of attorney's fees and/or damages for violating
Chapter 119, Florida Statutes, due to Realtor's failure to comply with this Section, the City shall
collect from Realtor prevailing party attorney's fees and costs, and any damages incurred by the
City, for enforcing this Section against Realtor. And, if applicable, the City shall also be entitled
to reimbursement of all attorneys' fees and damages which the City had to pay a third party
because of Realtor's failure to comply with this Section. The terms and conditions set forth in
this Section shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.
ATTEST CITY OF W1NTE RINJ66S,FLORIDA
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A dre -6m o-Luasesr�City- wk- Shawn Boyle,C Manager
ChriS}r'ar� Ga�an,in{critr C;}y Clerk �/I
Date: �r2ri.�a
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