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HomeMy WebLinkAboutPR 18576: EDC, AGREEMENT WITH PAT HOLMES REAL ESTATE FOR THE PROPERTY LOCATED AT 4173 39TH STREET Interoffice MEMORANDUM To: Mayor, City Council, City Manager From: Floyd Batiste, CEO c=. is%. ( � Date: October 21, 2014 Subject: P. R.No. 18576; Council Meeting of October 28, 2014 ATTACHED IS PROPOSED RESOLUTION 18576 AUTHORIZING THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO ENTER INTO A COMMERCIAL REAL ESTATE LISTING AGREEMENT WITH PAT HOLMES REAL ESTATE FOR THE PROPERTY LOCATED AT 4173 39TH STREET P.R. No. 18576 10/14/2014 FB RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO ENTER INTO A COMMERCIAL REAL ESTATE LISTING AGREEMENT WITH PAT HOLMES REAL ESTATE FOR THE PROPERTY LOCATED AT 4173 39TH STREET WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation's (the "PAEDC") office is currently located at 4173 39th Street, Port Arthur, Texas (the "Property"); and WHEREAS, PAEDC plans to relocate its offices to the newly renovated building located at 501 Procter Street, Port Arthur, Texas in January, 2015; and WHEREAS, PAEDC has determined that it is in its best interest to sell the Property; and WHEREAS, at its regular Board meeting on September 9, 2014, the PAEDC Board of Directors approved entering into a Commercial Listing Agreement for the sale of the Property with Pat Holmes Real Estate attached hereto and incorporated herein as Exhibit "A"; and WHEREAS, pursuant to Article 12, Section 12.03 of the PAEDC Bylaws, Pat Holmes, President of the PAEDC Board, did not participate in the vote since she has a substantial interest in Pat Holmes Real Estate; and WHEREAS, Pat Holmes will not receive any commission for listing the Property and will not receive any commission on the sale of the Property and such terms are set forth in Exhibit "A"; and WHEREAS, entering into a Commercial Listing Agreement with Pat Holmes does not violate PAEDC's Conflict of Interest Policy. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council of the City of Port Arthur authorizes PAEDC to enter into a Commercial Listing Agreement with Pat Holmes Real Estate for the sale of the Property located at 4173 39th Street, Port Arthur, Texas. Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2014, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Councilmembers NOES: Deloris "Bobbie" Prince, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED: Floyd Batiste, PAEDC CEO #III6025 Page 2 APPROVED AS TO FORM: • I , Guy N. Goodson, PAEDC Attorney APPROVED AS TO FORM: See AA.Q ' O Valecia R. Tizeno, City Attorney #1116025 Page 3 EXHIBIT " A " TEXAS ASSOCIATION OF REALTORS® COMMERCIAL REAL ESTATE LISTING AGREEMENT EXCLUSIVE RIGHT TO SELL USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2014 1. PARTIES:The parties to this agreement (this Listing) are: Seller: City of Port Arthur Section 4A Economic Development Corporation Address: 4173 39th Street City, State, Zip: Port Arthur TX 77642 Phone: (409) 963-0579 Fax: (409) 962-4445 E-Mail: fbatiste @paedc.org Broker:Pat Holmes Real Estate Address: 3800 Hwy 365 Suite 151 City, State, Zip: Port Arthur, TX 77642 Phone: (409)727-1600 Fax: (409) 727-1905 E-Mail: PatHolmesRealtor@aol.com Seller appoints Broker as Seller's sole and exclusive real estate agent and grants to Broker the exclusive right to sell the Property. 2. PROPERTY: A. "Property" means the following real property in Texas: Address: 4173 39th Street City: Port Arthur County:Jefferson Zip: 77642 Legal Description (Identify exhibit if described on attachment):Lot 18 Block 13 BELLAIRE 2 CORNER OF 39TH STREET AND SHEPPARD AVENUE, PORT ARTHUR, TX 77642 B. Except as otherwise provided in this Listing, Broker is to market the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, easements and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Broker to market building and land thereon only. Furnishings and equipment not included in sale. (Describe any exceptions, reservations, or restrictions in Special Provisions or an addendum. If the Property is a condominium, attach Condominium Addendum to Listing (TAR-1401).) (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 1 of 9 Pat Holmes Real Estate,3800 Hwy 365 Suite 151 Port Arthur,TX 77642 Phone:409.626.2990 Fax: 409.796.2020 Patricia Holmes PORT ARTHUR Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.com • 4173 39th Street Commercial Listing concerning Port Arthur, 77642 3. LISTING PRICE: A. Seller instructs Broker to market the Property at the following gross sales price: $ 275,000.00 Two Hundred Seventy-Five Thousand (Listing Price). B. Seller agrees to sell the Property for the Listing Price or any other price acceptable to Seller. Seller will pay all typical closing costs charged to sellers of commercial real estate in Texas (seller's typical closing costs are those set forth in the commercial contract forms published by the Texas Association of REALTORS®) except Seller to be presented all offers - price and closing expenses will be negotiated at that time. 4. TERM: A. This Listing begins on October 1, 2014 and ends at 11:59 p.m. on, April 1, 2015 . Seller may terminate this Listing on notice to Broker any time after October 1, 2014 B. If Seller enters into a binding written contract to sell the Property before the date this Listing begins and the contract is binding on the date this Listing begins, this Listing will not commence and will be void. 5. BROKER'S FEE: A. Fee: When earned and payable, Seller will pay Broker a fee of: El (1) 3.000 % of the sales price. (2) Listing Broker (Pat Holmes) is not to receive any commission for listing property; nor, will she receive a commission on any sale of the property. If an agent within Pat Holmes Real Estate produces the sale of said property, they will receive the full 3% commission. B. Earned: Broker's fee is earned when any one of the following occurs during this Listing: (1) Seller sells, exchanges, agrees to sell, or agrees to exchange all or part of the Property to anyone at any price on any terms; (2) Broker individually or in cooperation with another broker procures a buyer ready, willing, and able to buy all or part of the Property at the Listing Price or at any other price acceptable to Seller; (3) Seller grants or agrees to grant to another person an option to purchase all or part of the Property; (4) Seller transfers or agrees to transfer all or part of Seller's interest (stock or shares) in any entity that holds title to all or part of the Property for the purpose of conveying all or part of the Property to another person; or (5) Seller breaches this Listing. C. Payable: Once earned, Broker's fee is payable either during this Listing or after it ends at the earlier of: (1) the closing and funding of any sale or exchange of all or part of the Property; (2) Seller's refusal to sell the Property after Broker's Fee has been earned; (3) Seller's breach of this Listing; or (4) at such time as otherwise set forth in this Listing. Broker's fee is not payable if a sale of the Property does not close or fund as a result of: (i) Seller's failure, without fault of Seller, to deliver to a buyer a deed or a title policy as required by the contract to sell; (ii) loss of ownership due to foreclosure or other legal proceeding; or (iii) Seller's failure to restore the Property, as a result of a casualty loss, to its previous condition by the closing date set forth in a contract for the sale of the Property. (TAR-1301)4-1-14 Initialed for Identification by Seller and Broker/Associate Page 2 of 9 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 wwwzinlooix.com PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 D. Other Fees: (1) Lease of Property: If, during this Listing, Broker procures a tenant to lease all or part of the Property and Seller agrees to lease all or part of the Property to the tenant, Seller will pay Broker at the time the lease is executed the fee described below. If, during the term of the lease, the tenant agrees to purchase all or part of the Property, Seller will pay Broker the fee specified in Paragraph 5A in addition to the amount described below. ❑ (a) n/a % of all base rents to be paid over the term of the lease and the same percentage of the following items to be paid over the term of the lease:d expense reimbursements; and ❑ n/a ❑ (b) n/a (2) Renewals, Extensions, or Expansions of Property: If, during this Listing or after it ends, Seller renews, extends, or expands the lease, Seller will pay Broker, at the time the renewal, extension, or expansion becomes effective, a fee of: ❑ (a) n/a % of all base rents to be paid over the term of the renewal or extension and the same percentage of the following items to be paid over the same term: ❑ expense reimbursements based on initial amounts ❑ n/a ❑ (b) % of all base rents to be paid over the term of the expansion and the same percentage of the following items to be paid over the same term:❑ expense reimbursements based on initial amounts❑ n/a ;or ❑ (c) n/a In addition to their ordinary meanings, "extensions", "renewals,"and "expansions" include new leases for more, less, or different space in the building or complex in which the property is located. (3) Breach by Buyer Under Contract: If Seller collects earnest money, the sales price, or damages by suit, compromise, settlement or otherwise from a buyer who breaches a contract for the sale of all or part of the Property entered into during this Listing, Seller will pay Broker, after deducting attorney's fees and collection expenses, an amount equal to the lesser of one-half of the amount collected after deductions or the amount of the Broker's Fee stated in Paragraph 5A. Any amount paid under this Paragraph 5D(3) is in addition to any amount that Broker may be entitled to receive for subsequently selling the Property. (4) Service Providers: If Broker refers Seller or a prospective buyer or tenant to a service provider(e.g., mover, cable company, telecommunications provider, utility, or contractor) Broker may receive a fee from the service provider for the referral. Any referral fee Broker receives under this Paragraph 5D(4) is in addition to any other compensation Broker may receive under this Listing. (5) Other Fees and/or Reimbursable Expenses: Pat Holmes will write all advertising and will assist in the marketing of the property for no compensation; BUT, any/all advertising fees will be at Seller expense. • E. Protection Period: (1) "Protection period" means that time starting the day after this Listing ends and continuing for 180 days. (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 3 of 9 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.com PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 (2) Not later than 10 days after this Listing ends Broker may send Seller written notice specifying the names of persons whose attention Broker has called to the Property during this Listing. If Seller agrees to sell or lease all or part of the Property during the protection period to a person named in the notice or to a relative or business associate of a person named in the notice, Seller will pay Broker, upon the closing of the sale or upon execution of the lease, the amount Broker would have been entitled to receive if this Listing were still in effect. (3) "Person" means any person in any capacity whether an individual or entity. "Sell" means any transfer of any interest in the Property whether by agreement or option. (4) This Paragraph 5E survives termination of this Listing. F. County:All amounts payable to Broker are to be paid in cash in Jefferson County, Texas. G. Escrow Authorization: Seller authorizes, and Broker may so instruct, any escrow or closing agent authorized to close a transaction for the purchase or acquisition of the Property to collect and disburse to Broker all amounts payable to Broker under this Listing. NOTICE: Under Chapter 62, Texas Property Code, Broker is entitled to claim a lien against the Property to secure payment of an earned commission. 6. EXCLUSIONS: A. Under a prior listing agreement Seller is obligated to pay another Texas licensed broker a fee if Seller sells or leases all or part of the Property before n/a to any of the following persons:No named exclusions. (named exclusions). B. If Seller enters into a contract to sell or lease all or part of the Property to a named exclusion before the date specified in Paragraph 6A, Seller will not be obligated to pay Broker the fees under Paragraph 5 of this Listing, but Seller will pay Broker, upon the closing of the sale or upon execution of the lease, a fee equal to: (1) n/a %of the sales price if Seller sells the Property; (2) n/a % of all base rents to be paid over the term of the lease if Seller leases the Property and the same percentage of the following items to be paid over the term of the lease: El expense reimbursements; ❑ n/a ; and (3) C. If Seller enters into a contract to sell or lease all or part of the Property to a named exclusion, Broker ❑ will ❑ will not assist Seller in negotiating and closing the sale or lease to the named exclusion. 7. ACCESS TO THE PROPERTY: Authorizing access to the Property means giving permission to another person to enter the Property, disclosing security codes necessary to enter the Property to such person, and lending a key to the Property to such person. To facilitate the showing and sale of the Property, Seller instructs Broker and Broker's associates to: (i) access the Property at reasonable times; (ii) authorize other brokers, inspectors, appraisers, lenders, engineers, surveyors, and repair persons to enter the Property at reasonable times; and (iii) duplicate keys to facilitate convenient and efficient showings. 8. COOPERATION WITH OTHER BROKERS: Broker will allow other brokers to show the Property to prospective buyers. If the other broker procures a buyer who purchases the Property, Broker will offer to pay the other broker a portion of Broker's fee under Paragraph 5. (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 4 of 9 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zip1oaix.com PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 9. INTERMEDIARY: (Check A or B only.) (� A. Intermediary Status: Broker may show the Property to interested prospective buyers or tenants who Broker represents. If a prospect who Broker represents offers to buy or lease the Property, Seller authorizes Broker to act as an intermediary and Broker will notify Seller that Broker will service the parties in accordance with one of the following alternatives. (1) If a prospect who Broker represents is serviced by an associate other than the associate servicing Seller under this Listing, Broker may notify Seller that Broker will: (a) appoint the associate then servicing Seller to communicate with, carry out instructions of, and provide opinions and advice during negotiations to Seller; and (b) appoint the associate then servicing the prospect to the prospect for the same purpose. (2) If a prospect who Broker represents is serviced by the same associate who is servicing Seller, Broker may notify Seller that Broker will: (a) appoint another associate to communicate with, carry out instructions of, and provide opinions and advice during negotiations to the prospect; and (b) appoint the associate servicing the Seller under this Listing to the Seller for the same purpose. (3) Broker may notify Seller that Broker will make no appointments as described under this Paragraph 9A and, in such an event, the associate servicing the parties will act solely as Broker's intermediary representative, who may facilitate the transaction but will not render opinions or advice during negotiations to either party. D B. No Intermediary Status: Seller agrees that Broker will not show the Property to prospects who Broker represents. Notice: If Broker acts as an intermediary under Paragraph 9A, Broker and Broker's associates: ♦ may not disclose to the prospect that Seller will accept a price less than the asking price unless otherwise instructed in a separate writing by Seller; • may not disclose to Seller that the prospect will pay a price greater than the price submitted in a written offer to Seller unless otherwise instructed in a separate writing by the prospect; • may not disclose any confidential information or any information Seller or the prospect 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; ♦ may not treat a party to the transaction dishonestly; and • may not violate the Real Estate License Act. 10.CONFIDENTIAL INFORMATION: During this Listing or after it ends, Broker may not knowingly disclose information obtained in confidence from Seller except as authorized by Seller or required by law. Broker may not disclose to Seller any information obtained in confidence regarding any other person Broker represents or may have represented except as required by law. 11. BROKER'S AUTHORITY: A. Broker will use reasonable efforts and act diligently to market the Property for sale, procure a buyer, and negotiate the sale of the Property. B. In addition to other authority granted by this Listing, Broker may: (1) advertise the Property by means and methods as Broker determines is appropriate in any media, including but not limited to: (a) placing a "For Sale" sign or similar marketing sign on the Property; and (b) creating and placing information about the Property (including interior and exterior photographs or videos): (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 5 of 9 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.ziaLoaix.com PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 (i) on the Internet on Broker's website and on other websites as Broker determines; (ii) in any advertisements whether in print or electronic media; and (iii) into listing services that may publicize the information on the Internet or by other means; (2) reproduce, display, and distribute information about the Property, including the information described under Paragraph 11B(1), for the purposes of marketing the Property; (3) furnish comparative marketing and sales information about other properties to prospects; (4) disseminate information about the Property to other brokers and prospects, including applicable disclosures, notices, or other information that Seller is required to make under law or a contract; (5) obtain information from any holder of any note secured by a lien on the Property; (6) accept, in trust, any earnest money, option fee, security deposit, or other money related to the purchase or lease of the Property and deliver such money for deposit in accordance with a contract for the sale or lease of the Property; (7) disclose the sales price and terms of a sale or a lease to other brokers, appraisers, other real estate professionals, and any listing services into which information about the Property is placed; (8) place information about this Listing and a transaction for the Property on an electronic platform (an electronic platform is typically an Internet-based system where professionals related to the transaction, such as title companies and lenders, may receive, view, and input information); and (9) advertise that Broker "sold" or "leased"the Property after the closing of a sale or execution of a lease of the Property in which Broker was involved. NOTICE:Any submission of information to a listing service must be made in accordance with listing service's rules. C. Broker is not authorized to execute any document in the name of or on behalf of Seller concerning the Property. D. Photographs, videos, and compilations of information submitted to a listing service are the property of the listing service for all purposes. 12. REPRESENTATIONS: A. Except as provided otherwise in this Listing, Seller represents that: (1) Seller has fee simple title to and peaceable possession of the Property and all its improvements and fixtures thereon, unless rented, and the legal capacity to convey the Property; (2) Seller is not bound by a listing agreement with another broker for the sale, exchange, or lease of the Property that is or will be in effect during this Listing; (3) no person or entity has any right to purchase, lease, or acquire the Property by an option, right of 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; (6) Seller owns sufficient intellectual property rights in any materials which Seller provides to Broker related to the Property (for example, brochures, photographs, drawings, or articles) to permit Broker to reproduce and distribute such materials for the purposes of marketing the Property or for other purposes related to this agreement; and (7) all information relating to the Property Seller provides to Broker is true and correct to the best of Seller's knowledge. B. Seller and Broker must disclose any known material defect in the Property to a prospective buyer. (Check only one box.) 0 (1) Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TAR-1408). Seller authorizes Broker to furnish prospective buyers and other brokers with a copy of the Commercial Property Condition Statement (TAR-1408). (TAR-1301)4-1-14 Initialed for Identification by Seller and Broker/Associate Page 6 of 9 Produced with zipForne by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zio1oaix.com PORT ARTHUR • 4173 39th Street Commercial Listing concerning Port Arthur, 77642 ❑ (2) Except as otherwise provided in this Listing, Seller is not aware of: (a) any subsurface: structures, pits, wastes, springs, or improvements; (b) any pending or threatened litigation, condemnation, or assessment affecting the Property; (c) any environmental hazards or conditions that materially affect the Property; (d) whether the Property is or has ever been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (e) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants) or other pollutants or contaminants of any nature now exist or have ever existed on the Property; (f) any wetlands, as defined by federal or state law or regulation, on the Property; (g) any threatened or endangered species or their habitat on the Property; (h) any present or past infestation of wood-destroying insects in the Property's improvements; (i) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (j) any material physical defects in the improvements on the Property; or (k) any condition on the Property that violates any law or ordinance. (List any exceptions to (a)-(k) in Special Provisions or an addendum.) 13.SELLER'S ADDITIONAL PROMISES: Seiler agrees to: A. cooperate with Broker to facilitate the showing and marketing of the Property; B. not negotiate with any prospective buyer who may contact Seller directly, but refer all prospective buyers to Broker; C. not enter into a listing agreement with another Broker for the sale or exchange of the Property to become effective during this Listing; D. not enter into a listing agreement for the lease of all or part of the Property with another broker to become effective during this Listing without Broker's written permission; E. provide Broker with copies of the following, if any, relating to the Property: a current rent roll, all leases including any amendments, architectural plans and drawings, renderings, survey, a current operating statement, environmental inspection reports, engineering reports, and other relevant information that Broker may request during this Listing; F. advise Broker of any tenants moving in or out of the Property; G. complete any disclosures or notices required by law or a contract to sell the Property; H. amend any applicable notices and disclosures if any material change occurs during this Listing; and 1. at Seller's expense, remove from the Property all: (1) "For Sale" (or similarly worded) signs other than Broker's signs; (2) "For Lease" (or similarly worded) signs from the Property unless the Property is listed for lease with another broker; and (3) "For Information" (or similarly worded) signs other than Broker's signs. 14. LIMITATION OF LIABILITY: A. If the Property is or becomes vacant during this Listing, Seller must notify Seller's casualty insurance company and request a "vacancy clause"to cover the Property. Broker is not responsible for the security of the Property nor for inspecting the Property on any periodic basis. B. Broker is not responsible or liable in any manner for personal iniury to any person or for loss or damage to any person's real or personal property resulting from any act or omission not caused by Broker, including but not limited to injuries or losses caused by: (1) other brokers, inspectors, appraisers, lenders, contractors, surveyors, engineers, and other persons who are authorized to access the Property; (2) acts of third parties (for example, vandalism or theft); (3) freezing or broken water pipes; (4) a dangerous condition on the Property; and (5) the Property's non-compliance with any law or ordinance. (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 7 of 9 Produced with zipForm®by zipLogix 18070 Fifteen Mlle Road,Fraser,Michigan 48028 yrwwzloLO0lx.corp PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 C. Seller agrees to indemnify and hold Broker and Broker's associates harmless from any damages, costs, attorney's fees, and expenses: (1) that arise from Seller's failure to disclose any material information about the Property; (2) that are caused by Seller giving incorrect information to Broker, other brokers, or prospects; (3) that arise from any claim for misuse of intellectual property in any materials or information that Seller provided to Broker related to the Property or this agreement; or (4) that are otherwise caused by Seller or Seller's negligence. 15.SPECIAL PROVISIONS: -0-% commission will be paid to Pat Holmes, Owner/Broker of Pat Holmes Real Estate for the marketing & negotiating of any offers presented on this property. 3.0% commission to be paid to any other licensed Real Esate Agent who presents an offer resulting in the closing of a sale on said property; any agent of Pat Holmes Real Estate will get the full 3% commission. 16. DEFAULT: If Seller breaches this Listing, Seller is in default and will be liable to Broker for the amount of Broker's fee specified in Paragraph 5A and any other fees Broker is entitled to receive under this Listing. If a sales price is not determinable in the event of any exchange or breach of this Listing, the Listing Price will be the sales price for the purpose of calculating Broker's fee. If Broker breaches this Listing, Broker is in default and Seller may exercise any remedy at law. 17. MEDIATION: The parties agree to negotiate in good faith in an effort to resolve any dispute that may arise between the parties. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation. The parties to the dispute will choose a mutually acceptable mediator and will share the costs of mediation equally. 18.ATTORNEY'S FEES: If Seller or Broker is a prevailing party in any legal proceeding brought as a result of a dispute under this Listing or any transaction related to or contemplated by this Listing, such party may recover from the non-prevailing party all costs of such proceeding and reasonable attorney's fees. 19.ADDENDA: Addenda or information that are part of this Listing are: ® A. Information About Brokerage Services (TAR-2501) ❑ B. Property Description Exhibit identified in Paragraph 2 ❑ C. Condominium Addendum to Listing (TAR-1401) © D. Commercial Property Condition Statement (TAR-1408) ❑ E. Information About On-Site Sewer Facility(TAR-1407) ❑ F. Information about Special Flood Hazard Areas (TAR-1414) a G. DD # 7 Notice 20. AGREEMENT OF THE PARTIES: A. Entire Agreement: This Listing is the entire agreement of the parties and may not be changed except by written agreement. B. Assignability: Neither party may assign this Listing without the written consent of the other party. C. Binding Effect: Seller's obligations to pay Broker an earned fee is binding upon Seller and Seller's heirs, administrators, executors, successors, and permitted assigns. D. Joint and Several: All Sellers executing this Listing are jointly and severally liable for the performance of all its terms. E. Governing Law: Texas law governs the interpretation, validity, performance, and enforcement of this Listing. (TAR-1301)4-1-14 Initialed for Identification by Seller , and Broker/Associate Page 8 of 9 Produced with zip7orme by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zroLoaix.corn PORT ARTHUR 4173 39th Street Commercial Listing concerning Port Arthur, 77642 F. Severability: If a court finds any clause in this Listing invalid or unenforceable, the remainder of this Listing will not be affected and all other provisions of this Listing will remain valid and enforceable. G. Partial Sales or Leases: If Seller sells or leases part of the Property before the date this Listing ends, this Listing will continue for the remaining part of the Property through the term of this Listing. H. Notices: Notices between the parties must be in writing and are effective when sent to the receiving party's address, fax, or e-mail specified in Paragraph 1. 21.ADDITIONAL NOTICES: A. Broker's fees or the sharing of fees between brokers are not fixed, controlled, recommended, suggested, or maintained by the Texas Association of REALTORS®, its local affiliates, or any listing service. Broker's fees are negotiable. B. The Property must be shown and made available to all persons without regard to race, color, religion, national origin, sex, disability, or familial status. Local ordinances and the National Association of REALTORS® Code of Ethics may provide for additional protected classes (e.g., creed, status as a student, marital status, sexual orientation, or age). C. If the Property contains a residential dwelling built before 1978, federal law requires the Seller to: (1) provide the buyer with the promulgated lead hazard information pamphlet (TAR-2511); and (2) disclose the presence of any known lead-based paint or lead-based paint hazards. D. Broker cannot give legal advice. This is a legally binding agreement. READ IT CAREFULLY. If you do not understand the effect of this Listing, consult your attorney BEFORE signing. City of Port Arthur Section 4A Seller: Economic Development Corporation Broker: Broker/Company Name:Pat Holmes Real Estate License No. 0398253 By: Floyd Batiste By(signature): By(signature): Printed Name: Floyd Batiste Printed Name: Pat Holmes Title:Chief Exec Officer Date: Title:Owner/Broker License No. Date: By: By(signature): Printed Name: Title: Date: (TAR-1301)4-1-14 Page 9 of 9 Produced with zipFome by zipiogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zicLogix.CCm PORT ARTHUR 404"+ TEXAS ASSOCIATION OF REALTORS® COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTOR IS NOT AUTHORIZED. CTexas Association of REALTORS,Inc.2014 CONCERNING THE PROPERTY AT: 4173 39TH STREET PORT ARTHUR TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER, SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART I - Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? ❑ ❑ (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? ❑ ❑ (h) lead-based paint? LI ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ ❑ (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ ❑ (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(l)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ LI (4) any improper drainage onto or away from the Property? ❑ ❑ (5) any fault line or near the Property that materially and adversely affects the Property? ❑ ❑ (6) air space restrictions or easements on or affecting the Property? ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? ❑ ❑ (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Pat Holmes Real Estate,3800 Hwy 365 Suite 151 Port Arthur,TX 77642 Phone:409.626.2990 Fax: 409.796.2020 Patricia Holmes ELC PROPERTY Produced with zipForn by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLogix_com Commercial Property Condition Statement concerning 4173 39TH STREET PORT ARTHUR TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10)your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property (including access or visibility)? ❑ ❑ (11)lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12)your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies? ❑ ❑ (13)common areas or facilities affiliated with the Property co-owned with others? ❑ ❑ (14)an owners' or tenants'association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment:$ per Are fees current through the date of this notice? ❑ yes ❑ no ❑ unknown (15)subsurface structures, hydraulic lifts, or pits on the Property? ❑ ❑ (16)intermittent or weather springs that affect the Property? ❑ ❑ (17)any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18)conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19)any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ❑ ❑ (c) water rights? ❑ ❑ (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: , and Buyer or Tenant: Page 2 of 4 Produced with zipForrrs by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.com EDC PROPERTY Commercial Property Condition Statement concerning 4173 39TH STREET PORT ARTHUR TX 77642 PART 2—Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of the following on the Property? Not Not (1) Structural Items: Aware Aware Appi. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? ❑ ❑ ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines" ❑ ❑ ❑ (c) faucets, fixtures, or commodes? ❑ ❑ ❑ (d) private sewage systems" ❑ ❑ ❑ (e) pools or spas and equipments" ❑ ❑ ❑ (f) sprinkler systems" ❑ ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ ❑ (i) pumps or sump pumps? ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems" ❑ ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ ❑ ❑ (5) Other Systems or Items: (a) security or fire detection systems" ❑ ❑ ❑ (b) porches or decks? ❑ ❑ ❑ (c) gas lines? ❑ ❑ ❑ (d) garage doors and door operators" ❑ ❑ ❑ (e) loading doors or docks" ❑ ❑ ❑ (f) rails or overhead cranes? ❑ ❑ ❑ (g) elevators or escalators" ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? ❑ ❑ ❑ (i) appliances or built-in kitchen equipment? ❑ ❑ ❑ If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: , and Buyer or Tenant: Page 3 of 4 Produced with zipFornZ by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.corrl EDC PROPERTY Commercial Property Condition Statement concerning 4173 39TH STREET PORT ARTHUR TX 77642 Not B. Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? ❑ ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? ❑ ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10)modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11)any part, system, or component in or on the Property not in compliance with the Americans with Disabilities Act or the Texas Architectural Barrier Statute? ❑ ❑ If you are aware of any conditions described under Paragraph B, explain. (Attach additional information, if needed.). The undersigned acknowledges receipt of the foregoing statement. CITY OF PORT ARTHUR SECTION 4A Seller or Landlord:ECONOMIC DEVELOPMENT CORP Buyer or Tenant: By: FLOYD BATISTE By: By(signature): By(signature): Printed Name: FLOYD BATISTE Printed Name: Title:CHIEF EXECUTIVE OFFICER Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have retied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLooix.com EDC PROPERTY NOTICE TO PURCHASER The real property, described below, which you are about to purchase, is located in the JEFFERSON COUNTY DRAINAGE DISTRICT NO.7 district. The district has taxing authority separate from any other taxing authority;and may, subject to voter approval,issue unlimited amounts of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date, the rate of taxes levied by the district on real property located in the district is $0.140949 on each $100.00 of assessed valuation. If the district has not yet levied taxes, the most recent projected rate of debt service tax,as of this date is$-0-on each$100.00 of assessed valuation. The total amount of bonds which has been approved by the voters and which have been or may,at this date,be issued is$0.00 and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the district and payable in whole or in part from property taxes is$0.00.The district has the authority to adopt and impose a standby fee on property in the district that has water, sewer, sanitary or drainage facilities and services available but not connected and which does not have a house, building, or other improvement located thereon and does not substantially utilize the utility capacity available to the property. The district may exercise the authority without holding an election on the matter. As of this date, the amount of the standby fee is $0.00. An unpaid standby fee is a personal obligation of the person that owned the property at the time of imposition and is secured by a lien on the property. Any person may request a certification from the district stating the amount, if any, of unpaid standby fees on a tract of property in the district.The purpose of this district is to provide water, sewer, drainage, or flood control facilities and services within the district through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property,and these utility facilities are owned or to be owned by the district. THE LEGAL DESCRIPTION OF THE PROPERTY WHICH YOU ARE ACQUIRING IS AS FOLLOWS: LOT 18 BLK 13 BELLAIRE 2 4173 39TH STREET PORT ARTHUR TX 77642 SELLER: City of Port Arthur Section 4A EDC '1 Floyd Batiste,Chief Executive Officer PURCHASERS ARE ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THEMONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM.The undersigned purchaser(s) hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. BUYER: DATE BUYER DATE