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HomeMy WebLinkAboutContract 62194CSC No. 62194 913 High Woods Trail EXCLUSIVE LISTING AGREEMENT This EXCLUSIVE LISTING AGREEMENT ("Agreement") is made and entered into by and between PATTIE PEARSON ("Broker") and THE CITY OF FORT WORTH, a political subdivision of the State of Texas ("Owner"). WITNESSETH: WHEREAS Owner is the owner of certain real property identified on Exhibit A in Tarrant County, Texas (said real property together with all improvements being hereinafter referred to as the "Property"); WHEREAS in accordance with section 253.014 of the Local Government Code, Owner desires to appoint Broker as its exclusive listing agent with respect to selling the Property and Broker desires to accept such appointment as exclusive listing agent subject to the terms and provisions hereof; NOW THEREFORE, for and in consideration of the receipt of Ten and No/100 Dollars ($10.00), the mutual covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and confessed, Broker and Owner hereby agree as follows: 1. Appointment. Owner hereby appoints Broker as its sole and exclusive listing agent with the sole authority to represent Owner during the term of this Agreement in the sale of the Property to a ready, willing, and able buyer who submits the highest cash offer, payable in immediately available funds at the closing of such sale, subject to the terms and conditions found herein. 2. Term. Broker's appointment as sole and exclusive listing agent shall commence as of the effective date hereof and shall continue for a period of six (6) months, with one (1) optional six (6) month renewal option at Owner's sole discretion or until the appointment is earlier terminated under the provisions hereof (paragraph 5). 3. Broker's Duties. The Broker and Owner hereby expressly acknowledge and agree that Broker shall provide the following services with respect to the Property: (a) Market the Property and list the Property for sale for at least thirty (30) days with a multiple -listing service; and (b) Ensure that the listing contains the following information for prospective buyers: (i) the Owner is a governmental entity and all offers are subject to approval from the Fort Worth City Council at a public meeting; and (ii) the Property is sold as -is and a seller's disclosure will not be provided; and (iii) the Owner may only sell the Property to the buyer who submits the highest cash offer; and OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 913 High Woods Trail (c) Provide periodic updates to the Owner; and (d) Conduct all showings and other entries by Broker onto the Property; and (e) Prior to allowing any person into or on the Property, obtain an executed waiver of liability in the form to be provided by Owner. 4. Commission. In consideration for Broker providing the above -mentioned services, Owner hereby agrees to pay the following sum as compensation hereunder: Property Sale: (a) Owner shall pay a Commission (herein so called) to Broker upon the actual closing of a sale of the Property pursuant to a contract accepted by Owner in an amount equal to 5% of the gross sales price, not inclusive of recording fees, taxes, or other charges. (b) Owner's obligation to Broker relating to the payment of Commission shall survive the termination of this Agreement with respect to any contract of sale with a "registered prospect" which is fully executed by both Owner and the purchaser within ninety (90) days of the termination. For purposes hereof, the term "registered prospect" shall mean any person whose interest in the Property and contact with Broker has been disclosed to Owner in writing on or before the fifth (5th) day following termination of the Agreement. Broker and Owner each covenant and agree one to the other to operate in good faith with respect to the registration of prospects. (c) No Commission shall be payable to Broker unless the Property is actually sold, regardless of the reason. Broker acknowledges and agrees that any Commission paid by Owner to Broker is expressly subject to and contingent upon the sale of the Property and the approval of the Fort Worth City Council in an open and public meeting. 5. Termination Privilege. Either party shall have the right to terminate this Agreement at any time, without cause, upon thirty (30) days prior written notice to the other. Upon any termination hereof, regardless of how such termination has arisen, Broker, if requested in writing to do so, shall promptly deliver to Owner copies of all marketing materials and other related matters in Broker's possession, or subject to Broker's custody or control, which relate solely to the Property. 6. LIABILITY AND INDEMNIFICATION. BROKER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF BROKER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. BROKER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE OWNER, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST 913 High Woods Trail ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) BROKER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF BROKER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE OWNER), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE OWNER OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH BROKER AND OWNER, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE OWNER'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 7. Limitations on Broker's Authoritv. It is hereby agreed and acknowledged that the sales price and other terms and conditions of any contract to sell or lease of the Property are within the Owner's sole and absolute discretion and Broker shall not represent to anyone that Broker is authorized to bind the Owner with respect to the sale of the Property, without first obtaining the prior express written consent of Owner to do so. 8. Notices. All notices required or permitted to be given hereunder shall be sent by certified mail, return receipt requested, postage prepaid, addressed to the parties hereto at the following addresses, or at such other addresses as shall be specified by written notice delivered in accordance herewith: If to Owner: The City of Fort Worth Attention: Marilyn Marvin 200 Texas Street Fort Worth, Texas 76102 With a copy to: City Attorney's Office Attn: Matthew Murray 100 Fort Worth Trail Fort Worth, Texas 76102 If to Broker: Pattie Pearson Real Estate Broker/Owner 4255 Bryant Irvin Road, Suite 102 Fort Worth, Texas 76109 Email: pattie.realtor@gmail.com 913 High Woods Trail All notices delivered in accordance herewith shall be deemed to have been delivered three (3) days after deposited as aforesaid in a duly authorized depository of the United States Postal Service. 9. Modification. This Agreement shall inure to the benefit of the parties hereto, their successors and assigns, and no modification hereto shall be valid or binding unless such is made in a writing signed by the parties hereto, their successors or assigns, as the case may be. 10. Binding Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas and the obligations of the parties hereto are, and shall be, performable in Tarrant County, Texas. Where required for proper interpretation, words in the singular shall include the plural, masculine gender shall include the neuter and the feminine, and vice versa. 11. Headings. The descriptive headings of the several paragraphs contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 12. Right to Audit. Broker agrees that Owner shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Broker involving transactions relating to this Agreement at no additional cost to Owner. Broker agrees that Owner shall have access during normal working hours to all necessary Broker facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Owner shall give Broker reasonable advance notice of intended audits. 13. Governmental Powers. It is understood and agreed that by execution of this Agreement, Owner does not waive or surrender any of its governmental powers or immunities. 14. No Bovcott of Israel. If Broker has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Broker acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Owner is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Broker certifies that Broker's signature provides written verification to Owner that Broker: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 15. Prohibition on Bovcottin2 Enerav Companies. Broker acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Owner is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Owner with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Broker certifies that Broker's signature provides written verification to the Owner that Broker: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 913 High Woods Trail 16. Prohibition on Discrimination Against Firearm and Ammunition Industries. Broker acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the Owner is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Owner with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Broker certifies that Broker's signature provides written verification to the Owner that Broker: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 17. Independent Contractor. Broker shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of Owner. Broker shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the Owner and Broker, its officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between the Owner and Broker. 18. Assignment and Successors. Broker shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of Owner. Any attempted assignment of subcontract without the Owner's prior written approval shall be void and constitute a breach of this Agreement. 19. Compliance with Laws, Ordinances, Rules and Regulations. Broker, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of the City of Fort Worth. It is agreed and understood that, if Owner calls to the attention of Broker any such violation on the part of Broker or any of its officers, agents, servants, employees, or subcontractors, then Broker shall immediately desist from and correct such violation. 20. Disclosure of Conflicts. Broker hereby warrants to Owner that Broker has made full disclosure in writing of any existing or potential conflicts of interest related to Broker's provision of the services under this Agreement. In the event that any conflicts of interest arise after the execution of this Agreement, Broker hereby agrees to make full disclosure to the Owner in writing immediately upon learning of such conflict. 21. City Council Approval Required. Notwithstanding anything herein to the contrary, Broker hereby acknowledges and agrees that the Owner's execution of this Agreement, its representations and warranties under this Agreement, Owner's willingness and agreement to sell the Property and to pay any Commission to Broker are expressly subject to and contingent upon the approval of the Fort Worth City Council in an open and public meeting ("City Council Approval"). 22. Complete Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. 913 High Woods Trail This document is executed effective as of the day of , 2024. BROKER: PATTIE PEARSON TaMe Tn'vs0il By: Pattie Pearson (Jul 29, 202411:10 CDT) Name: Pattie Pearson Title: Broker OWNER: CITY OF FORT WORTH 15ana, R"ro dam By: Dana Burghdoff (Oct 5, 2024 V.08 CDT) Name: Dana Burghdoff Its: Assistant City Manager Qa44UOgn ap�� fORt�pad A APPROVED AS TO FORM AND LEGALIlAge" �///LCLLGL!/ ,/LLfL2/ P�� 00 oo°*�d Q ✓ aa�n��A504gd Matthew A. Murray Assistant City Attorney M&C: N/A 1295: N/A ATTEST: Jannette S. Goodall City Secretary CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract including ensuring all performances and reporting requirements. Ricardo Salazar Assistant Director, Property Management Department OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 913 High Woods Trail Exhibit A PROPERTY DESCRIPTION 913 Highwoods Trail, Fort Worth, Texas 76112 and also known as Lot 5, Block 27, Seventh Filing Woodhaven Country Club Estates, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 388-109, Page 46, Deed Records of Tarrant County, Texas (Tarrant Appraisal District Account No. 03615871)