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HomeMy WebLinkAboutContract 63604-UDocusign Envelope ID: 1A74D790-BFC7-4E28-92ED-93F68378CFDE STATE OF TEXAS CSC No. 0. 63604 COUNTY OF TARRANT STANDARD LISTING AND COMMISSION AGREEMENT SALE TRANSACTION This Agreement is entered into on this the 2nd day of July, 2025 ("Effective Date"), by and between City of Fort Worth hereinafter referred to as "Owner," and LanCarte Commercial Real Estate, LLC d/b/a LanCarte Commercial, hereinafter referred to as "Broker." 1. Owner represents and warrants that it has legal fee simple title to a tract of real property, together with all improvements thereon, (collectively, the "Property") located in Tarrant County, Texas, which Property is more particularly described or depicted on the attached Exhibit "A" or as follows: 4550 Village Creek Rd, Fort Worth. TX 76119 and further described as: Lot 1, Block 5R. Villa,e Creek Ind Pk Addition, City of Fort Worth, Tarrant County, Texas. 2. FOR AND IN CONSIDERATION OF the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both Owner and Broker agree that Owner hereby irrevocably appoints Broker the sole and exclusive Agent of Owner and grants to Broker during the Term (as hereinafter defined) the irrevocable and exclusive right to sell the above described Property on the terms and conditions hereinafter set forth: SALES PRICE: mutually agreed upon terms. 3. The term of this Agreement shall commence on the Effective Date, and terminate 180 days thereafter (the "Term"); provided, however, (i) the Term shall be automatically extended for successive periods of thirty (30) days each unless either party sends written notice to the other of its desire to terminate this Agreement at least thirty (30) days prior to the scheduled termination date, and (ii) the Term shall be automatically extended for that period of time reasonably necessary to complete any sale of the Property which is pending at expiration of the Term. 4. Owner hereby agrees to pay to Broker a real estate commission in Tarrant County, Texas, in the following amounts for the following respective services: A. As used herein, a sale or exchange includes a sale or assignment of the majority of the ownership interests of Owner to an entity or individual not related to the Owner. As used herein, "related" means a family member or an entity owned in whole or in part by the individuals or owners which own all or a portion of Owner if Owner is not an individual. For the sale or exchange of the Property, an amount equal to Six percent (6%) of the Gross Purchase Price (as hereinafter defined) for the Property. It is agreed between Owner and Broker that such commission shall be earned upon execution of an agreement by Owner and the transferee for conveyance of all or any portion of the Property, and such sum shall be paid at closing of the conveyance from closing proceeds and said commission shall be reflected in Owner's settlement statement. Commission Agreement -Sale Transaction - Page 1 7/I/2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX procured or contacted during the Term, Owner agrees to pay Broker a commission in accordance with the provisions set forth in Paragraph 4.A above. Broker shall provide Owner with a list of all individuals and/or entities to whom Broker has shown the Property or who have been procured or contacted by Broker during the Term within fifteen (15) days after expiration of the Term. C. In the event Owner fails to pay Broker a commission earned under the terms of this Agreement within thirty (30) days after same is due, then Owner shall pay Broker interest equal to Eighteen percent (18%) on the amounts due Broker, accruing as of the due date. The term "Gross Purchase Price" as used in this Commission Agreement shall include all cash paid, notes given, mortgage indebtedness subject to which the Property is taken and mortgage indebtedness which is assumed, and the fair market value of any other consideration, prior to the deduction of any reasonable and customary expenses in connection with the sale or exchange. S. It is anticipated that Broker may incur expenses involved in the administration of marketing information, in-house brochures, postage, signage and other variable expenses in marketing the Property. Broker agrees to bear all such expenses except for any items specifically requested by Owner, which Owner agrees to pay for in advance. 6. Owner agrees to refer to Broker all inquiries which Owner may receive relating to such Property, to conduct through Broker all negotiations relating to the sale of the Property, and to cooperate with Broker fully in Broker's efforts to sell the Property. Owner specifically delegates to Broker the responsibility for coordinating the design, placement, and construction of any on -site sales signage, at the expense of Broker, subject to Owner's approval, which approval will not be unreasonably withheld or delayed. 7. Broker shall endeavor with all reasonable efforts to find a purchaser for the Property on the terms herein set forth. Broker may take such actions to sell the Property as Broker may deem advisable in Broker's discretion, including the listing of the Property with cooperating brokers. Broker is not, however, authorized to contract for or on behalf of Owner without Owner's express authorization. 8. All commissions earned hereunder shall be paid to Broker in cash or wire transfer when same are due. Pursuant to Chapter 62 of the Texas Property Code, Broker has a right to claim a lien on Owner's real estate that is the subject of this Agreement. Owner agrees to provide to Broker at least two (2) business days prior to Closing a settlement statement from Owner's title company listing the commission to be paid to Broker at Closing. Failure to timely deliver such settlement statement or to pay such amount to Broker at closing will result in Broker recording a lien in the real property records perfecting Broker's lien. 9. The Owner hereby acknowledges receipt of a copy of this Agreement and further agrees it shall be binding upon the heirs, successors, and assigns of the Owner. 10. AGENCY RELATIONSHIPS: A. Owner acknowledges receipt of the attached exhibit entitled "Information About Brokerage Services", which is incorporated in this Agreement for all purposes. Commission Agreement -Sale Transaction - Page 2 7/2/2025 Docusign Envelope ID: 1A74D790-BFC7-4E28-92ED-93F68378CFDE 9. The Owner hereby acknowledges receipt of a copy of this Agreement and further agrees it shall be binding upon the heirs, successors, and assigns of the Owner. 10. AGENCY RELATIONSHIPS: A. Owner acknowledges receipt of the attached exhibit entitled "Information About Brokerage Services", which is incorporated in this Agreement for all purposes. B. Broker shall exclusively represent Owner in negotiations for the sale of the Property unless Owner authorizes Broker, as set forth below, to act as an intermediary in the event Broker also represents a buyer who offers to purchase the Property (choose (1) or (2)). ®(1) Intermediary Relationship Authorized: Owner authorizes Broker to show the Property to prospective buyers Broker has agreed to represent. If Broker represents a buyer who offers to purchase the Property, Owner authorizes Broker to act as an intermediary between the buyer and Owner, to present any offer such buyer may wish to make, and to assist both Owner and buyer in negotiations for the sale of the Property. If Broker acts as an intermediary between Owner and a buyer, Broker: (i) may not disclose to the buyer that the Owner will accept a price less than the asking price (Listing Price) unless otherwise instructed in a separate writing by the Owner; (ii) may not disclose to Owner that the buyer will pay a price greater than the price submitted in a written offer to the Owner unless otherwise instructed in a separate writing by the buyer; (iii) may not disclose any confidential information or any information Owner or the buyer specifically instructs Broker in writing not to disclose unless otherwise instructed in a separate writing by the respective party or required to disclose the information by the Real Estate License Act or a court order or if the information materially relates to the condition of the Property; (iv) shall treat all parties to the transaction honestly; and (v) shall comply with the Real Estate License Act. If Broker acts as an intermediary, Broker may appoint a licensed associate(s) of Broker to communicate with, carry out instructions of, and provide opinions and advice during the negotiations to Owner and appoint another licensed associate(s) for the same purposes to the buyer. F-1(2) Intermediary Relationship not Authorized: Broker shall exclusively represent Owner and may not act as an intermediary between Owner and a buyer, Owner understands (choose (i) or (ii)): F-1(i) Broker exclusively represents owners of real property and does not represent buyers. Commission Agreement -Sale Transaction - Pave 3 7/1/2025 Docusign Envelope ID: lA74D790-BFC7-4E28-92ED-93F68378CFDE F-1(ii) Broker represents both buyers and owners of real property. However, Broker shall not show the Property to any buyer Broker represents. C. Broker shall not knowingly, during the term of this Agreement or after its termination, disclose information obtained in confidence from Owner, except as authorized by Owner or required by law. Broker shall not disclose to Owner any information obtained in confidence regarding any other person Broker represents or may have represented, except as required by law. 11. A. Owner represents that: (1) Owner has fee simple title to and peaceable possession of the Property and all improvements and fixtures thereon, unless rented, and the legal capacity to sell the Property; (2) Owner is not now a party to a listing agreement with another broker for the sale or exchange of the Property; (3) no person or entity has any right to purchase, sale or acquire the Property by virtue of an option, right of first refusal, or other agreement; (4) there are no delinquencies or defaults under any deed of trust, mortgage, or other encumbrance on the Property; (5) the Property is not subject to the jurisdiction of any court; and (6) all written information relating to the Property provided to Broker by Owner is true and correct. B. Owner shall: (1) cooperate fully in good faith with Broker to facilitate the showing and marketing of the Property; (2) not negotiate with any prospective buyer who may contact Owner directly, but refer all prospective buyers to Broker; (3) not enter into a listing agreement with another broker for the sale of the Property to become effective during the term of this Listing; (4) not enter into a listing agreement with another broker for the sale of the Property without Broker's permission; and (5) provide Broker with copies of all sales or rental agreements, a rent roll, current operating statement, architectural plans, and site plan, if any, pertaining to the Property and advise Broker of any tenants moving in or out of the Property. 12. OWNER'S DISCLOSURE OF PROPERTY CONDITION (choose (a) or (b)): (a) PROPERTY CONDITION STATEMENT is attached. Owner authorizes Broker to furnish prospective buyers and other brokers with a copy of the attached Property Condition Statement. Owner represents that the attached Property Condition Statement was completed to the best of Owner's knowledge and belief and that Owner has disclosed all known material defects and material facts affecting the Property in the attached Property Condition Statement. Owner agrees to amend the Property Condition Statement if any material change occurs during the term of this Listing. ® (b) DEFECTS TO PROPERTY: (1) Owner is not aware of any material defect to the Property except: (2) Owner is not aware of any environmental hazards or conditions affecting the Property which would violate any federal, state or local statutes, regulations, ordinances or other requirements and more specifically, but without limitation, that: (i) the Property is not now and never has been used for the storage or disposal of hazardous substances or materials or toxic waste, a dump site or landfill, or the housing of any underground tanks or drums; (ii) no radon, asbestos insulation or Commission Aereement-Sale Transaction - Page 4 7/1/2025 Docusign Envelope ID: lA74D790-BFC7-4E28-92ED-93F68378CFDE fireproofing, urea formaldehyde foam insulation, lead -based paint or other pollutants or contaminants of any nature now exist or have ever existed on the Property; (iii) no wetlands, as defined by federal or state law or regulation are on the Property; and (iv) no threatened or endangered species or their habitat, as defined by the Texas Parks and Wildlife Department or the U.S. Fish and Wildlife Service, are on the Property except as follows: (3) Owner is not aware that any part of the Property lies in a flood hazard or flood prone area except: (4) Owner is not aware of any item, system, or component on or in the Property that does not comply with the Americans with Disabilities Act (42 U.S.C. '12181) or the Texas Architectural Barrier Statute (Art. 9102, VTCS), except: Owner shall protect, defend, indemnify and hold harmless Broker, Broker's associates and any other brokers or their associates, of and from any damages, costs, reasonable attorney's fees or expenses arising from Owner's failure to disclose anv material or relevant information or the giving of any incorrect information to Broker, Broker's associates, anv other brokers or their associates, or prospective buvers. 13. This Agreement is fully performable in Tarrant County, Texas, the courts of competent jurisdiction of which shall have sole, exclusive jurisdiction and venue of any cause of action arising out of, under, or with relation to this Agreement. 14. The undersigned representative of Owner expressly represents that he or she has the authorization of the Owner to sign in its behalf and if the Owner is a corporation, that he or she has a certified Corporate Resolution of the Board of Directors authorizing the signing of this Agreement. Owner represents that there are no agreements or conditions which prohibit this Agreement or Owner's right to sell the Property. 15. Owner agrees that the Property shall be offered for sale without regard to the race, color, religion, sex, nationality origin, familial status or handicapped status of the prospective purchaser in accordance with the laws of the United States and the State of Texas. 16. Owner agrees that Broker shall not be responsible for and Owner shall indemnify and defend Broker against any loss, cost, damages, or claims arising out of or alleged to arise out of any bodily or personal injury occurring at the Property including those resulting from acts of third parties, and from any loss of personal or real property due to vandalism, theft, freezing water pipes, or any other damage or loss whatsoever, unless due solely to the malfeasance of Broker. During the Term, Owner agrees to and shall maintain public liability insurance and all risk extended coverage insurance on the Property in amounts which are considered commercially reasonable given the nature of the Property. 17. Owner shall, to the extent it has such information, provide or make available to Broker all pertinent information relating to the Property, including, but not limited to, plans and specifications (architectural, mechanical, electrical and plumbing), any environmental reports, any demographic studies, and all survey and title information, when appropriate. Owner recognizes and acknowledges that many prospective Commission Agreement -Sale Transaction - Page 5 7/l/2025 Docusign Envelope ID: 1A74D790-BFC7-4E28-92ED-93F68378CFDE purchasers will be relying on information provided by Owner, and Owner agrees and understands that it is Owner's obligation to provide such information in an accurate and truthful manner and that Broker is entitled to believe that all information provided by Owner is accurate and truthful. Owner hereby acknowledges that Broker is relying on the accuracy and truthfulness of Owner in supplying information requested by Broker or any prospective purchaser, and Owner shall indemnify, defend and hold Broker harmless from and against any and all losses, costs, damages, or claims arising or alleged to arise out of (i) the inaccuracy or untruthfulness of any information provided by Owner with respect to the Property, or (ii) any misrepresentation by Owner of any material fact relating to the Property or Owner's failure to disclose any material fact with respect to the Property. Broker is entitled to communicate to any prospective purchaser any representation or disclosure made herein or pursuant to this Agreement. Owner shall allow Broker and prospective buyers and purchasers access to the Property at all reasonable times during the Term of this Agreement. 18. Owner represents and warrants to Broker that Owner has not received notice of and is not aware of any pending or threatened condemnation or eminent domain proceeding affecting the Property. 19. If any provision of this Agreement in unenforceable, as determined by a court of competent jurisdiction, the remainder of this Agreement shall be enforced as written and such unenforceable provision shall be stricken from this Agreement with no effect on the remaining provisions. 20. The parties hereto agree that the usual rule which provides that a document shall be construed against the party drafting such document shall not be enforced with respect to this Agreement. The parties hereto further represent and agree that this document was fully negotiated and that each party had the opportunity to review the document and discuss the same with its attorney or other counsel. 21. This Agreement is the entire Agreement of the parties. There are no oral or other Agreements not set forth fully herein. This Agreement may be amended only in writing signed by all parties. [SIGNATURES ON FOLLOWING PAGE] Commission Agreement -Sale Transaction - Page 6 7/l/2025 Docusign Envelope ID: 1A74D790-BFC7-4E28-92ED-93F68378CFDE The parties hereto have caused this Agreement to be executed this 2nd day of July, 2025 ("Effective Date"). LanCarte Commercial Real Estate, LLC dba LanCarte Commercial "BROKER" Docu3lpnedby: /' _.�, Signature: 501131-MAZt- ara' ( rAJAvou... Printed Name: Sarah LanCarte Title: President 2627 Tillar Street, Suite 121 Fort Worth, TX 76107 Phone: (817) 228-4247 Email: sarah@lancartecre.com Broker License # 9008215 APPROVED BY: By: Marilyn Marvin Director, Property Management Department APPROVED AS TO FORM AND LEGALITY: Candace Pgaiiara Candace Pagllara (Jul 2, 20 11:34 CDT) By: Candace Pagliara Assistant City Attorney 44o�a4n� ATTEST: By: Jannette S. Goodall City Secretary Form 1295: NA Contract Authorization: M&C: NA 252 Exemption Date: NA pOF FORT�dd Cog -1d PVo �=d PPAroo 00 *p ddIIn nEXP544' City of Fort Worth "OWNER" Valerie Washington (Jul 2, 202511:48 CDT) Signature: Printed Name: Valerie Washington Title: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Attn: Lease Management Property Management Department CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that 1 am the person responsible for the monitoring and administration of performance and this contract, including ensuring all reporting requires Name: Mark Brown (Jul 2, 202511:31 CDT) Title: Lease Manager, Property Management Department OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Commission Aereement-Sale Transaction - Paae 7 7/l/2025 Docusign Envelope ID: lA74D790-BFC7-4E28-92ED-93F68378CFDE 2-10-2025 Information About Brokerage Services TCTexas low requires all real estate license holders to give the following Information about , A2 brokerage services to prospective buyers, tenants, sellers and landlords. RPP0A1 49 TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client Is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. An owner's agent fees are not set by law and are fully negotiable. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the brokers minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. A buyer/tenant's agent fees are not set by law and are fully negotiable. AS AGENT FOR BOTH - INTERMEDIARY: To act as an Intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer) to communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The brokers duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the brokers services. Please acknowledge receipt of this notice below and retain a copy for your records. LanCarte Commercial Real Estate, LLC 9008215 Licensed Broker /Broker Firm Name or License No. Primary Assumed Business Name Sarah LanCarte 601090 Designated Broker of Firm License No. Licensed Supervisor of Sales Agent/ License No. Associate Sales Agent/Associate's Name License No. Valene Ju1220251-48 CDT; Email sarah@Iancartecre.com Email Email BuyerlTenant/Seller/Landlord Initials Regulated by the Texas Real Estate Commission Email 07/02/2025 Date 817.409.4040 Phone 817.228.4247 Phone Phone Phone Information available at www.trec.texas.gov IABS 1-1 Commission Agreement -Sale Transaction - Page 8 7/1/2025