Site Conditions

Transaction Terms

As-Is Condition

The Site shall be conveyed in “as-is” condition, without representation or warranty by the County as to physical or environmental condition of the land or any existing structures.

Soil or Subsurface Conditions

The County makes no representations regarding the character or extent of soil or subsurface conditions or the conditions and existence of utilities that may be encountered during the course of any work, development, construction, or occupancy of the building.

Environmental  Remediation

Respondents will be responsible at their sole cost and liability for any environmental remediation that may be associated with removal or disturbance of existing improvements or other preparation of the Site.

Predevelopment and Development Costs

Respondents should draw independent conclusions concerning conditions that may affect the methods or cost of development

Respondents shall be solely responsible for all pre-development (including environmental remediation costs and due diligence studies such as traffic, geotechnical, storm water management, historic preservation reviews, and other site preparations) and project development costs.

Respondents shall be solely responsible for all costs related to obtaining necessary permits, approvals, clearances, and licenses at the appropriate time, including, without limitation.

The County reserves the right to award multiple properties to a bidder if determined in the best interest of the County. The County will convey the properties described herein to the successful bidder by quit claim deed.

The County reserves the right to place any necessary covenants on the property as necessary, based on the proposed usage described on the bidder’s Expression of Interest proposal form.

Reservation of Rights

The County reserves the right, in its sole discretion and as it may deem necessary, appropriate, or beneficial to the County with respect to the ITB, to:

• Cancel, withdraw, or modify the ITB prior to or after the response deadline;
• Modify or issue clarifications to the ITB prior to the response deadline;
• After review of one or more responses, request submission of additional information from some or all Respondents;
• Request one or more Respondents to modify its response(s), provide additional information, or provide a BAFO response for the County’s review;
• Enter into negotiations with one or more Respondents based on responses submitted in response to the ITB;
• Begin negotiations with the next preferred Respondent in the event that a development agreement cannot be executed within the allotted period of time for negotiations with a prior selected Respondent;
• Make and memorialize modifications to any response in the form of a Memorandum of Understanding between the County and Respondents during the course of BAFO negotiations between the County and the Respondents;
• Reject any responses it deems incomplete or unresponsive to the ITB requirements;
• Reject all responses that are submitted under the ITB;
• Terminate negotiations with a Respondent if such Respondent introduces comments or changes to a development agreement or any other documents the County and Respondent negotiates that are inconsistent with its previously submitted response materials; and
• Modify the deadline for responses or other actions; and (i) reissue the original ITB, (ii) issue a modified ITB, or (iii) issue a new ITB, whether or not any responses have been received in response to the initial ITB.

No assignment of the Purchase and Sales Contract or Land Disposition Agreement or Amendment may be made without the prior written approval of County.

Brokerage Commissions

The payment of any brokerage commission pursuant to this  Invitation to Bid must be paid for by the Bidder.

Miscellaneous Provisions

Notice of Modifications

OCS will post on its website, http://Centralservices.mypgc.us any notices or information regarding cancellations, withdrawals, and modifications to this ITB (including modifications to the deadlines included herein). Respondents shall have an obligation to periodically check the website for any such notices and information, and the County shall have no duty to provide direct notice to Respondents.

Change in Respondents’ Information

If after a Respondent has submitted a response to the County, information provided in such response changes (e.g., deletion or modification to any of Respondents’ team members or new financial information), Respondents must notify the County in writing and provide updated information in the same format for the appropriate section of the ITB. The County reserves the right to evaluate the modified response, eliminate Respondents from further consideration, or take other action as the County may deem appropriate. The County will require similar notification and approval rights of any change to Respondents’ response or development team following award, if any.

Selection Non- Binding

The selection by the County of a Respondent indicates only the County’s intent to negotiate with a Respondent, and the selection does not constitute a commitment by the County to execute a final agreement or contract with the Respondent. Respondents therefore agree and acknowledge that they are barred from claiming to have detrimentally relied on the County for any costs or liabilities incurred as a result of responding to this ITB.

Selection Binding Commitment

Respondent agrees that its EOI is valid for 180 days and that, if selected will negotiate in good faith with Prince George’s County.

Brokers and Agents

Respondents acknowledges that neither the County nor any broker, agent or employee of County has made any representation or promise with respect to the Surplus Real Property or Site which shall be construed as creating any relationship between Respondents and County.  County and Respondent each warrants and represents that it has not procured the service of and broker for brokerage services related to the procuring of this Surplus Real Property, except as provided in a separate agreement in which Respondent acknowledges and agrees it shall pay a commission or fee due to Respondent’s broker.

Respondents warrants, indemnifies and represents that the County has not procured the services of any broker for brokerage services related to the procuring said parcel.

Other Limiting Provisions

Withdrawal and Cancellation

If at any time after the County selects a Respondent and executes a disposition agreement with such Respondent and the Respondent does not proceed with the project, then the Respondent must notify the County in writing and provide reasons for its decision. The selected Respondent wishing to withdraw may be subject to the loss of part or all of any deposits previously provided to the County and may be responsible for certain costs previously waived by the County, in addition to any other remedies available to the County under the disposition agreement, or by law. If the County is unable to convey the Surplus Real Property for any reason, all deposits will be returned to the Respondent and the County shall be released from any and all further liability.

“Stand-alone” Projects

The development of the Site is expected to be a “stand alone” project, in that Respondents are prohibited from cross- collateralizing and cross-defaulting the Site, or any portion thereof, with any other assets. Moreover, Respondents are prohibited from assigning, pledging, hypothecating, or otherwise transferring its interest in the net cash flows or ownership in the Site and project in part, or in whole, without prior County approval. Any additional debt shall require prior written County approval.