2008-02-11 Regular Meeting of La Porte City Council

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1. The term of this agreement shall commence on the date hereof and continue in effect for one year through March 1, 2009. The City of La Porte shall have the right to terminate this agreement, as to any one or more ofthe three (3) properties, with thirty (30) days advance written notification to C&W. 2. C&W agrees that it will enlist its commercially reasonable efforts to secure a satisfactory purchaser(s) for the Properties, and if C& W deems it necessary, C& W will also solicit the cooperation of other licensed real estate brokers. 3. C& W shall prepare marketing brochure or offering package, which must be approved by us prior to its use. C& W will pay all out of pocket expenses, which it may in its discretion incur in the preparation of the offering material(s) and marketing the Properties. Such expenses may include, but not be limited to, communications, postage for direct mailings, the cost of special graphics, brochures, photographs, and if we mutually agree to advertise, advertising costs. The City of La Porte agrees to reimburse C& W for such expenses up to, but not to exceed, $5,000 upon expiration or termination of this agreement in the event C& W is not paid a commission pursuant to this agreement prior thereto or if The City of La Porte terminates this agreement after forty-five (45) days of the commencement date of this agreement. All advertising, whether prepared or issued by C& W or by us, shall identify C& W as our exclusive agent for the Properties. 4. The sale of the Properties must be conducted by a public bid process, as set forth in the Texas Government Code; the Texas Local Government Code; and the Home Rule Charter of the City of La Porte. The City of La Porte will refer to C& Wall inquiries by parties interested in participating in the public bid process. The parties recognize that the sale of the Properties cannot be conducted on a "negotiation basis". 5. In the event that: (i) at any time during the term of this agreement a sale of all or any portion of the Properties, upon any terms acceptable to us, shall be made with any purchaser who was procured by C&W, or by us, or by any other person via the public bid process in Paragraph 4 above who for whatever reason was not the original highest bidder, or (ii) at any time up to one hundred eighty (180) days after the expiration or termination of this agreement a sale of all or any portion of the Properties, upon any terms acceptable to us, shall be made with any purchaser to whom the Properties were submitted by C&W, or by us, or by any other person during the term of this agreement; then, and in either such event, we agree to pay to C& W one (1) full commission computed and payable in accordance with the applicable annexed Schedule. However, in our sole discretion we may in the alternative, determine to conduct a subsequent public bid process retaining C&W as our sole and exclusive agent granting C&W the exclusive right to sell all or any portion of the Properties within one hundred eighty (180) days. 6. In no event shall the City of La Porte be liable to pay a commission in excess of the commission stated on the Schedule of Commissions attached hereto, for the sale of the Police Department Building. If a real estate broker other than C& W is the effective procuring cause of a sale of the Police Department Building located at 915 South 8th Street in La Porte, Texas C&W shall use its best efforts to have such other broker agree to accept, as its compensation one-half of the commission payable to C& W for this property, pursuant to this agreement, and if such other broker so agrees, we will pay to C&W the commission set forth above out of which C&W will pay to such other broker its agreed upon share and retain the balance of the commission as C& W' s compensation for this Property. In no event shall C& W be liable for the failure to obtain such other broker's agreement to accept, as its compensation, the above referral portion ofthis commission payable to C& Whereunder. F:\ADMINS\Hoffman\ WORD\BKPTeam _AgrmtsOS\City of La Porte _ ERS _ 02250S.DOC