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Home My WebLink AboutIV.A - Hastings Industrial Park - Gaughan Companies 1 EXCLUSIVE COMMERCIAL SALE LISTING AGREEMENT THIS AGREEMENT ("Agreement") is made this 1st day of July, 2025, (“Effective Date”) by and between Gaughan Enterprises, Inc., d/b/a Gaughan Companies, (hereinafter referred to as "Broker"), and the City of Hastings, a Minnesota municipal corporation (hereinafter referred to as "Seller"). In consideration of the covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Broker and Seller hereby agree as follows: 1. PREMISES: Seller hereby grants to Broker the exclusive rights to market for sale the property known as Hastings Industrial Park located at XXX Spiral Boulevard Hastings, MN 55033 with PID of 190350035012, 190350060011, and 193200601010 (“Property”). 2. PRICE: Broker and Seller mutually agree to list the Property at a purchase price of Two Dollars and Fifteen Cents ($2.15) per Square Foot or a negotiated flat fee if pricing is under the market value; however, the final sales price will be the Seller’s sole discretion. 3. TERM: The term of the Agreement shall be for twelve (12) months and terminate on July 1, 2026 (“Term”). 4. SELLER’S REPRESENTATIONS: Seller has full legal rights to sell the Property, and certifies that as of the Effective Date of this Agreement, Seller has not received any notice of building, health or fire code violations, nor the notice of hazardous waste on the Property. 5. OBLIGATIONS: A. Seller Obligations. 1. Seller will promptly furnish Broker with complete information concerning any person who during the period of this Agreement makes inquiry to Seller regarding the sale, exchange of the Property with the exclusion of: _______________________________________________________________ _______________________________________________________________ ______ 2. Seller hereby agrees to: a. Furnish to prospective buyer an Abstract of Title, or a Registered Property Abstract, if existing in Seller’s possession, , and to execute or cause to be executed a deed conveying a marketable title to the Property and any further documents as may be required to consummate the sale in accordance with the terms above designated or with the terms to which Seller may hereafter consent. 2 b. Furnish to any prospective buyer, before signing an agreement to sell, a written disclosure of all known wells on the Property and further to provide Well Disclosure Certificate or certification of no known wells. c. Promptly notify Broker of any notices pertaining to the Property which are hereafter received during the term of this Agreement. d. Reimburse Broker for all applicable marketing expenses to market the Property in the event Seller terminates this Agreement before the nd of the Term in an amount not exceeding ____. . Upon such termination Broker shall provide an invoice to Seller for such expenses that will be due and payable upon receipt. B. Broker Obligations. 1. Broker agrees to actively engage and cooperate with other commercial brokers in Broker’s effort to sell the Property. Broker further agrees not to limit prospects to Broker’s own clients, or to give Broker’s clients priority or preference over the prospects of other commercial brokers. 2. Broker agrees to represent Seller’s best interests and give Seller its undivided loyalty. Broker further agrees to use its special expertise and best efforts to sell the Property at the best price and the best terms for Seller’s benefit. Broker agrees and understands that any sale of the Property must be on terms acceptable to the Seller in Seller’s sole discretion. 3. Broker agrees to aggressively advertise and market the Property and shall place the Property on _____________. Broker further agrees to communicate marketing progress to Seller monthly and periodically upon obtaining fully qualified prospects. 4. Broker agrees to promptly respond to all inquiries about the Property. Broker further agrees to promptly notify Seller of interest in the Property, offers to purchase, or any other developments or information related to the Property. Broker agrees to disclose to Seller all applicable information made available to Broker on or by potential sale prospects. NOTICE: THE COMPENSATION RATE FOR THE SALE, LEASE, RENTAL OR MANAGEMENT OF REAL PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND ITS CLIENT. 6. BROKERAGE FEE: Seller agrees to pay Broker a brokerage fee of Six Percent (6%) of the price for which the Property is sold or exchanged, upon the occurrence of any of the following: A. The sale, contract for sale, exchange, or conveyance of the Property during the Term of this Agreement by Broker or any other person, including, but not limited to Seller, or any other agent or broker not a party to this Agreement, in accordance with the price, terms, or exchange as set forth herein or as otherwise consented to by Seller. 3 B. If a Buyer is procured, whether by Broker, Seller, or any one else, who is ready, willing, and able to purchase the Property at the price and terms set forth above and Seller refuses to sell. C. If Seller agrees to sell the Property before this Agreement expires, but the Seller refuses to close the sale. D. Intentionally omitted. E. If Seller grants an option to purchase the Property, Seller shall pay Broker a brokerage fee provided herein based on the price paid for the option and for any extensions thereof. This fee shall be paid upon receipt by Seller of any such payments. In the event such option is exercised during the terms of this Agreement, Seller shall also pay Broker a brokerage fee on the gross sales price of the Property in accordance with the provisions herein. Notwithstanding the foregoing, to the extent that all or part of the price paid for the option or any extension thereof is applied to the sales price of the Property, then any brokerage fee previously paid by Seller to Broker on account of such option payments shall be credited against the brokerage fee payable to Broker on account of the exercise of the option. F. Intentionally Omitted. G. Intentionally Omitted. H. If within 180 days after the end of this Agreement, Seller sells or agrees to sell the Property to anyone who has made an affirmative showing of interesting the Property by responding to an advertisement or by contacting the Broker or salesperson involved or has been physically shown the Property by the Broker or salesperson. It is understood that Broker shall not seek to enforce collection of a commission under this Paragraph H, unless the name of the prospect is on a written list given to Seller within 72 hours after expiration of this Agreement. 7. SIGN: Seller consents to Broker erecting a marketing sign “For Sale” or other applicable signage related to the marketing of the Property. Seller shall remove all other “For Sale” signs from the Property during the period of this Agreement. It is further agreed that Seller shall permit Broker to erect a “Sold” sign on the Property for a period of 30 days following the sale or exchange of the Property by Broker at Broker’s option. 8. DEPOSIT: Broker is authorized to accept from a buyer or its representative, a non-interest bearing deposit represented by check or certified funds, and to place said deposit in a federally insured banking or savings institution in Broker’s escrow account. Broker shall have no responsibility in case of failure or suspension of said banking or savings institution. In an event of a dispute between Seller and Buyer, Seller understands and agrees that Broker cannot disburse the deposit without the mutual written consent of the Buyer and Seller. 4 9. CLOSING SERVICES: After a purchase agreement for the property is signed, arrangements must be made to close the transaction. Seller understands that Seller may arrange for a qualified closing agent or attorney to conduct the closing or Seller may ask Broker to arrange for the closing. Seller understands that Seller may be required to pay certain closing costs which may effectively reduce the proceeds from the sale. 10. FORFEITURE OF EARNEST MONEY: If a prospective buyer of the Property defaults and, as a result, forfeits the earnest money, Seller will receive Eighty Percent (80%) and Broker will receive Twenty Percent (20%) of the earnest money. 11. DUAL AGENCY: If a prospective buyer represented by Broker becomes interested in the Property,, then the Broker agrees to inform Seller. The parties agree to negotiate an addendum to this Agreement governing the dual agency, which shall include a term regarding brokerage fees. 12. MISCELLANEOUS: A. Seller understands that Broker may list other properties during the term of this Listing Agreement which may compete with Seller’s property for potential buyers. B. This Agreement is binding upon the heirs, successors, and assigns of the parties. Except as otherwise provided in this Agreement, neither Party may assign all or a portion of such Party’s rights and obligations under this Agreement without the prior written consent of the other Party. C. All the representations and covenants of this Agreement shall survive and be enforceable after termination of the Agreement. D. This Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties relative to the provisions herein. No amendment, modification or extensions of this Agreement shall be valid or binding unless made in writing and signed by both Seller and Broker. E. This contract shall be governed by the laws of the State of Minnesota. F. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. G. Any notice, consent, waiver, request or other communication given under this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) when mailed by certified or registered U.S. mail, return receipt requested, postage prepaid, (c) when dispatched by a nationally recognized overnight delivery service, or (d) via e-mail, and in any case addressed to the other Party as follows: 5 If to Seller: City of Hastings Attn: Community Development Director, or his successor 101 4th Street E Hastings, MN 55033 email: jhinzman@hastingsmn.gov If to Broker: Gaughan Enterprises, Inc. Attn: ____________ ________________ _______________ IN WITNESS WHEREOF, the respective parties hereto have caused this Agreement to be executed as of the day and year first above written. SELLER: BROKER: Name Of Owner/ Client GAUGHAN ENTERPRISES, INC. By: By: (Owners Name, Owner) (Agents Name, Title) Its: __________________________________________ By: (Owners Name, Owner ) (Agents Name, Title Date: ____________________ Date: ____________________