INSTRUCTIONS FOR BID PACKET

SALE OF REAL PROPERTY BY CLEBURNE ISD

Pursuant to Texas Local Government Code Section 272.001, the Cleburne Independent School District (“Seller” or “District”) is offering for sale two pieces of property. One piece of property contains the JN Long Campus, and the other contains the Santa Fe Campus. Each piece of property is offered for sale separately.

Seller has the right to reject any and all bids. In addition, Seller reserves the right to reject any and all bids which do not comply with the specifications contained herein. It is the intent of Seller to accept that bid which in Seller’s opinion is the highest and best bid submitted from a responsible bidder.

1.  Offers must be submitted in a sealed envelope and must be received at the Purchasing Office of the Cleburne Independent School District located at 505 North Ridgeway, Suite 100, Cleburne, TX, 76033 on or before 5:00 p.m. on November 10, 2014.

BID PACKETS RECEIVED AFTER THIS DATE AND TIME CANNOT BE ACCEPTED. Bids may be personally delivered, sent by U.S. Postal Service, Federal Express or by other express delivery. FAXED OR EMAILED PROPOSALS WILL NOT BE ACCEPTED. To be considered, responses must be RECEIVED at the above address no later than the date and time indicated above. CLEBURNE I.S.D. IS NOT RESPONSIBLE FOR NEGLECT, ERROR, OR OTHER FAILURE OF THE U.S. POSTAL SERVICE OR AN EXPRESS DELIVERY SERVICE TO DELIVER A SUBMISSION BY THE DEADLINE OR TO A LOCATION OTHER THAN THE OFFICE ADDRESS ABOVE. OFFERORS ASSUME ALL RISK OF SUBMISSION BY MAIL OR DELIVERY SERVICE.

2.  Offers shall be submitted on the enclosed Sealed Bid Offer Form for the specific property on which you are bidding. All offers for the JN Long Campus shall be submitted on the form, titled Sealed Bid Offer Form for Purchase of Former JN Long Campus. All offers for the Santa Fe Campus shall be submitted on the form, titled Sealed Bid Offer Form for Purchase of Former Santa Fe Campus.

3.  The sealed envelope for a bid on the JN Long Campus must be marked: “SEALED BID, SALE OF JN LONG CAMPUS.”

4.  The sealed envelope for a bid on the Santa Fe Campus must be marked: “SEALED BID, SALE OF SANTA FE CAMPUS.”

5.  Offerors shall complete and submit the Felony Conviction Notice.

6.  Offerors shall complete and submit the Conflict of Interest Questionnaire.

7.  The property is sold subject to any conditions, covenants, easements, mineral interests and restrictions of record in the Deed Records of Johnson County, Texas.

8.  The property is sold subject to compliance with applicable state law which may restrict proposer’s use of property.

9.  The property and all existing improvements if any are sold AS IS AND WITH ALL FAULTS. Cleburne I.S.D. makes no representations or warranties whatever, express or implied, regarding the condition of the property. Cleburne I.S.D. further DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES as to the condition of the property and further DISCLAIMS THAT THE PROPERTY IS FIT OR SUITABLE FOR ANY PURPOSE OR USE INTENDED BY THE OFFEROR OR PURCHASER.

10.  No personal property of Cleburne I.S.D. as may be located on, in, or about the property is included in this sale.

11.  The JN Long Campus was leased to the Cleburne Friends of the Cultural Arts. That lease includes a right of first refusal.

12.  Conveyance of the property to the successful offeror shall be by special warranty deed.

13.  A 5% escrow deposit from the successful offeror is required as part of a purchase transaction.

14.  Offer will be evaluated by the Board of Trustees of the Cleburne Independent School District or its delegates. The Board will accept the offer in the best interests of the District. The Board may consider any relevant factors affecting the interests of the District.

15.  Cleburne Independent School District reserves the right to reject any and all proposals.

16.  Bids will not be made public pending negotiations with the top ranked offeror.

17.  This bid packet contains the following documents:

·  Instructions for Bid Packet

·  Public Notice of Sale of Real Property by Cleburne ISD and Invitation to Submit Bids

·  Sealed Bid Offer Form for Purchase of Former JN Long Campus

·  Sealed Bid Offer Form for Purchase of Former Santa Fe Campus

·  Felony Conviction Notice

·  Affidavit of Non-Collusion, Non-Conflict of Interest, Anti-Lobbying

·  Conflict of Interest Questionnaire including instructions, consisting of 4 pages

18.  All Bids must be submitted on the appropriate Sealed Bid Offer Form or copy thereof.

19.  Each Bid must be accompanied by the Bid Guarantee as described below. Failure to include the Bid Guarantee may be grounds for rejection of the Bid.

20.  Bidders may provide financial information and evidence of financial ability to perform the purchase obligations set forth in their Bids if such information is available at the time the Bid is submitted. Each Bidder will be required to provide such information within 15 days after Bid opening, if requested by Seller. The financial information shall consist of one or more of the following as required by Seller: a current financial statement, a bank letter of recommendation listing similar loan transactions made to the Bidder, or such other information as Seller may reasonably require or accept.

21.  All Bids shall be typewritten or neatly printed in blue or black ink.

22.  All sums written in by the Bidder on the Bid Form shall be expressed in both words and figures; in the case of a discrepancy between the two, the amount expressed in words shall govern.

23.  Any interlineation, correction, erasure, or other addition or alteration of the typed or printed Bid must be initialed by the signer(s) of the Bid.

24.  Each Bid shall include the legal name of the Bidder, and shall identify the Bidder as a sole proprietorship, partnership, corporation or such other legal entity as is appropriate, and shall indicate the place of incorporation or principal place of business of the Bidder. Each Bid shall also include the name, address, phone number, fax number and email address of a contact person for the Bidder, who is authorized to represent the Bidder in connection with the Bid Documents.

25.  If the Bidder is an entity, the Bid should contain a corporate resolution, partnership agreement or other appropriate document(s) evidencing: (a) the authority of the entity to make the Bid, and (b) the authority of the person or persons signing on behalf of the entity, and the contact person designated in the Bid, to act on behalf of the entity.

26.  Each Bid shall be signed in ink by the person or persons legally authorized to bind the Bidder.

27.  Bidders must identify any proposed changes to the terms of sale as stated in the Bid Documents. The failure to identify proposed changes with complete particulars will constitute acceptance by Bidder of a sale upon substantially the same terms and conditions of the Bid Documents.

28.  If in noting terms of offer, or exceptions or proposed changes to the Bid Documents, a Bidder requires additional space, additional pages may be affixed to the Bid Form. Each additional page must be properly identified as such on its face, be numbered sequentially and be signed by the person(s) signing the Bid Form on behalf of the Bidder.

29.  Bid Guarantee. Each Bid must be accompanied by a Bid Bond with Seller as obligee or a cashier’s check payable to Seller, in the amount of $200.00 to secure the Bidder’s obligation to enter into the Agreement with Seller, if selected. Unsuccessful Bidders shall be entitled to the return of their Bid Bonds or cashier’s checks. If the contract is awarded to a Bidder who has provided a cashier’s check, the cashier’s check may be applied by Seller to the Independent Consideration owed under the Agreement. Failure to include the Bid Guarantee may be grounds for rejection of the Bid.

30.  Bidders shall promptly notify Seller of any omission, ambiguity, inconsistency or error which they may discover upon examination of the Bid Documents.

31.  Bidders requiring a clarification or interpretation of the Bid Documents shall make a written request stating the precise question to be answered. Any such question must be received by Seller at the address stated above at least ten (10) calendar days prior to the deadline for the submission of Bids. Any interpretation, correction, or change of the Bid Documents will be made by written Addenda which will be available at Seller’s office. Interpretations, corrections or changes of the Bid Documents made in any other manner will not be binding upon Seller, and Bidders shall not rely upon such interpretations, corrections or changes. Prior to submitting a Bid, each Bidder shall ascertain that all issued Addenda have been obtained, and their receipt shall be acknowledged in the Bid. Each Bidder is also responsible for checking to determine whether any Addenda have been issued prior to the deadline for Bid submission.

32.  Bidder's Representations. Each Bidder by making a Bid makes the following representations:

a.  The Bidder has read and understands the Bid Documents, and the Bid is made in accordance therewith.

b.  The Bid constitutes a firm offer to purchase the Property on the terms stated in the Bid Documents, and said offer shall be irrevocable for the duration of the period specified in Article VI hereof following the deadline for the submission of Bids. The Bidder will provide such further information as SELLER may reasonably request in order to evaluate the Bid, the Bidder's ability to perform, and if applicable, to close the sale. If the Bid is awarded to such Bidder, Bidder agrees to execute an Agreement of Sale and Purchase with terms agreeable to the Seller, setting forth the terms of sale.

33.  Seller will not be obligated to sell the Property, until and unless all of the following have occurred:

a.  Seller, acting through its Board of Trustees, accepts a Bid, and authorizes the execution of the Agreement with the successful Bidder;

b.  a final Agreement is executed by Seller and the Bidder; and

c.  all conditions precedent to sale have occurred, and Seller is obligated to sell under the terms of the Agreement.

34.  The bid price shall be a fixed sum, payable in full in U.S. dollars, in a lump sum in cash or cashier's check at closing of sale, subject to credit for any deposit or earnest money previously deposited by Bidder in consideration for execution of the Agreement.

35.  Representations and Warranties. No Warranties or Representations Made by SELLER.

a.  It is a material term and condition of the sale that the Property shall be sold “AS IS, WHERE IS, WITH ALL FAULTS”.

b.  SELLER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PROPERTY OR ANY PART THEREOF, EXCEPT FOR THE WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED EXECUTED AT CLOSING OF THE SALE.

c.  IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS (SPECIFICALLY MAKING NO WARRANTY OF COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICAN WITH DISABILITIES ACT OF 1990), INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (i) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BIDDER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS; (ii) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; (iii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY; AND (iv) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. BIDDER AGREES THAT WITH RESPECT TO THE PROPERTY, BIDDER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER. BIDDER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BIDDER'S CONSULTANTS, AND THAT BIDDER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BIDDER'S INSPECTIONS AND INVESTIGATIONS. BIDDER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BIDDER AND BIDDER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ANY AND ALL LATENT AND PATENT DEFECTS, AND BIDDER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT OR THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, EXCEPT FOR THE SPECIAL WARRANTIES CONTAINED IN THE DEED TO BE DELIVERED AT CLOSING. BIDDER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL FACTOR IN THE DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTY.