3-16-RFP-26 Attachment C - Master Listing Agreement.pdf

MASTER LISTING AGREEMENT

RFP #16-RFP-2026, COMMERCIAL REAL ESTATE BROKERAGE SERVICES

This Master Listing Agreement (the “Agreement”) is effective this __ day of _____________, 2026, by and between CITY OF PALM BAY (“Seller”), a Florida municipal corporation, and the BAYFRONT COMMUNITY REDEVELOPMENT AGENCY, a special dependent district of the City ( also “Seller”), with offices located at 120 Malabar Road S.E., Palm Bay, Florida 32907, and Broker Company Name (“Broker”), with offices located at street address, city, state, zip.

Seller and Broker are entering into this Agreement to set forth the terms and conditions upon which Seller shall list with Broker certain parcels of real property for sale. Seller and Broker hereby agree as follows:

1. Broker’s Representations: Broker represents, warrants, and covenants the following to Seller as of the date of this Agreement, and as of each date that Broker accepts a listing pursuant to a Sales Addendum from Seller. Broker acknowledges that Seller is relying on these representations, warranties and covenants in entering into this Agreement and providing Broker each listing under this Agreement.

A. Broker holds all federal, state and local qualifications, licenses, permits, registrations, approvals and other authorizations (collectively, “Authorizations”) of governmental authorities required for the conduct of its business and necessary to perform the services contemplated under this Agreement; Broker satisfies all requirements necessary to maintain each of the Authorizations in good standing, and all such Authorizations are in good standing; and Broker has not received any notice that revocation is being considered with respect to any of the Authorizations.

B. Broker is a participant in or subscriber of the multiple listing service (“MLS”) that services the area in which the parcel of real property (the “Property”) described in a Sales Addendum (as defined below) is located, and Broker is authorized to list the Property on the MLS.

C. There is no litigation, suit, claim, demand, proceeding or governmental investigation existing or pending, or to its knowledge, threatened, or any order, injunction or decree outstanding, against or relating to it or its assets that could have a materially adverse effect upon its ability to conduct its respective activities contemplated by, or to perform its obligations under, this Agreement.

D. Broker is in compliance with, and has not violated, any law, ordinance, requirement, regulation, rule or order applicable to its business or assets, the violation of which reasonably could be expected to materially and adversely affect its operations, financial condition, or ability to conduct the activities contemplated by and perform its obligations under this Agreement.

E. Broker has and shall maintain during the term of this Agreement errors and omissions insurance in such amounts, including such terms and issued by such insurers as Seller may from time to time reasonably require.

2. Seller’s Representations:

A. Seller is the owner of each Property identified by Seller in a Sales Addendum (as defined below).

B. Seller makes no representations or warranties as to the condition of any Property or the presence of defects therein, latent or otherwise.

3. Comparable Market Analysis: Broker shall prepare a Comparable Market Analysis (“CMA”) with respect to a Property. Broker shall perform a “drive-by,” and Broker’s CMA shall include neighborhood information, comparable sales, property assessor information, one or more photographs of the Property, a description and estimate of any costs which may be necessary in order to prepare the Property for sale, and any other information requested by Seller.

4. Seller’s Request for Broker to List Property for Sale: After having received a BPO from Broker with respect to a Property, Seller may choose to list that Property with Broker.

To effectuate the listing of that Property, Seller shall deliver to Broker a Sales Addendum substantially in the form attached hereto as Exhibit “A” (the “Sales Addendum”). Seller shall complete the Property and listing information sections of the Sales Addendum, and Seller shall sign and date the Sales Addendum. Each Sales Addendum delivered by Seller to Broker shall be subject to terms of this Master Listing Agreement.

5. Broker’s Agreement to List Property for Sale: Upon Broker’s receipt from Seller of a completed, signed, and dated Sales Addendum, Broker shall determine whether Broker desires to list the Property. If Broker desires to the list the Property, then Broker shall sign the Sales Addendum and return a signed copy to Seller. Broker shall provide listing information to the MLS to be published and disseminated to its participants in accordance with its rules and regulations. Broker is authorized, instructed, and agrees to cooperate with any and all properly licensed real estate brokers, and to report the sale, sales price, sale terms and financing for the publications, dissemination, information and use by recognized local real estate associations/boards and participants. Any exception to this requirement must be approved by Seller in writing.

6. Broker’s Duties: Broker shall use its best efforts to sell each Property at the listed price as established by Seller, by the use of any and all recognized methods, including, but not limited to, advertising, showing the Property to prospective purchasers, and placing a “For Sale” sign on the Property (unless such signs are prohibited). Seller will not be obligated to pay any expenses incurred in connection with advertising or any other sales promotion activity, which expenses shall be borne exclusively by Broker unless Seller agrees to the contrary in writing. Broker is authorized to disseminate to the MLS, LoopNet and all other formats available to the Brokerage and to cooperating brokers such information about the listed Property as shall be necessary for disclosure to bona fide customers and clients, including, but not limited to, information regarding any material defects or property conditions existing on the Property that would be likely to affect a customer’s or client’s decision to purchase the Property. Additionally, Broker agrees to:

A. Submit a BPO to Seller within five (5) business days after Seller’s request for same. If requested by Seller, Broker shall submit supporting documentation relative to the BPO in writing to Seller within five (5) business days from the date of Seller’s request.

B. Sign and return a Sales Addendum to Seller within five (5) business days after Seller’s deliver of a completed Sales Addendum. Broker’s failure to timely sign and returned a Sales Addendum to Seller shall constitute Broker’s rejection of the listing of that Property.

C. Inspect each Property subject to a Sales Addendum on a ninety (90) day basis (or such other interval as Seller may instruct Broker in writing) and provide Seller written notice of any damage, defects, need for repair, environmental concerns, evidence of occupancy or other matters related to the Property that are observed by Broker in accordance with the form attached hereto as Exhibit “B” (the “Broker Status Report”).

D. Ensure that all disclosures required by applicable law concerning the condition of the Property, including, but not limited to, disclosures concerning material latent defects, environmental conditions or natural hazards, are properly delivered to all prospective purchasers. Broker shall not make any oral or written representations on Seller’s behalf concerning the Property in order to sell the Property without Seller’s prior written consent.

E. Act as Seller’s listing broker in any resulting transaction concerning the Property. It may be necessary or appropriate for Broker to act as Broker of both Seller and purchaser, in which event Broker shall provide any agency relationship disclosures required by law. Seller consents to Broker’s representation of sellers and purchasers of properties other than a Property before, during, and after the expiration of this Agreement.

F. Present ALL written offers to Seller within 24 hours, unless mutually agreed upon in writing by both parties after Broker’s receipt of the offer. Seller shall endeavor to require that all offers be submitted on standard Florida Realtors contract forms or standard FAR/BAR contract forms.

G. At Seller’s request, coordinate bids, repairs, reconditioning and/or maintenance on a Property. If Broker arranges for bids, repairs, reconditioning and/or maintenance on the Property, Broker must obtain Seller’s prior written approval before incurring cost or expenses. However, in the event of an emergency condition threatening the Property when Seller’s approval cannot reasonably be obtained, Broker promptly shall take reasonable and prudent action to protect and preserve the Property. As soon as practicable (no later than the next business day in most cases) after taking emergency action, Broker shall report such emergency actions to Seller, and provide Seller with a written explanation and a repair approval request formally authorizing said emergency repairs.

Broker is authorized to make arrangements for removal of trash and debris from the Property without Seller’s prior approval, provided (i) there is no evidence of environmental issues or hazardous substances on the Property, (ii) the Property is vacant, and (iii) the cost of the trash removal does not exceed the amount of $200.00.

H. Requests for reimbursement are to be submitted on a monthly basis. Seller reserves the right to deny reimbursement requests that Broker fails to submit within thirty (30) days after the closing of the sale of a Property for which reimbursement is sought.

I. Not permit anyone to possess or occupy any Property prior to close of the sales transaction, except pursuant to Seller’s prior written consent.

J. If applicable as to any Property, place a lock box on such Property for access by Seller and authorized and licensed realtors, and advise Seller of the combination within twenty four (24) hours after the Property is confirmed to be vacant. The lock box shall remain on the Property until close of the sale transaction.

K. For a period of at least twelve (12) months after the sale of a Property, maintain accurate and complete records with respect to any Property, according to recognized accounting and real estate sales practices and in such a manner that they may be readily audited by Seller. Provide a copy of all such records to Seller within twenty four (24) hours after request.

7. Compensation to Broker: Seller agrees to pay Broker a sales commission for any closed sale of a Property resulting from a written offer that Broker receives, provided Seller listed that Property with Broker under a Sales Addendum. Seller shall pay a commission in the amount of five percent (x%) of the gross sales price to RMA upon the sale of all or part of any identified properties. In the event that another licensed real estate broker is involved in any transaction, the commission shall be six percent (x%) of the gross sales price, with both firms splitting the commission equally (x% / 2 = x% each firm). The same terms apply for leasing of any identified commercial property. A commission in the amount of three percent (x%) of the gross sales price for any property acquisition of commercial properties (the “Commission”) shall be due at or immediately after the closing of a Property. For the avoidance of doubt, Broker shall not be entitled to the Commission or any portion thereof in the event that a closing of the subject Property does not take place or if this Agreement or the Sales Addendum is terminated. Notwithstanding any provisions set forth in this Agreement or a Sales Addendum, Broker’s authorization to enter into final negotiations with a prospective purchaser on behalf of Seller, and Broker’s entitlement to a commission, are subject to the closing of the sale in accordance with its terms and each of the following:

A. Seller authorizes Broker to divide the Commission with any other licensed real estate broker or brokers, including a broker acting as broker for a buyer, in any proportion that is acceptable to Broker and to Seller, provided that in no event shall Seller be obligated to pay Broker or others more than the Commission. The Commission must be disclosed on the Settlement Statement at the closing of the sale of the Property.

B. Broker agrees to be responsible for and to defend, indemnify and hold Seller, its public officers, employees and agents, harmless from and against, and shall reimburse it or them for any losses, damages, costs, deficiencies, claims, causes of action, liabilities or expenses of any nature (including reasonable attorneys’ fees) incurred by Seller that arise or result from, or that are in connection with any compensation, commission, brokerage fees or other charges claimed by any other brokers or finders, including cooperating brokers, relating to any sale of a Property as to which Broker has earned compensation under this Agreement.

C. In no event shall Seller be obligated to pay commissions, fees, or other compensation that violates federal, State, or local law or regulation applicable in the jurisdiction in which the Property is located.

8. Restrictions Against Self-Dealing by Broker: Except as set forth in this Section, the following persons are prohibited from purchasing any Property listed by Broker hereunder (collectively “Restricted Persons”): (1) Broker, (2) Broker’s employees, (3) Broker’s agents, (4) any persons who are affiliated with any of the foregoing, (5) any persons who are married to any of the foregoing, (6) any persons who are first degree relatives of any of the foregoing (for the purpose of this Section term “first degree relative” means parent, child, or sibling). If any Restricted Person desires to make an offer on a Property listed by Seller under this Agreement, then Broker shall: (1) require such Restricted Person to pay for and obtain an appraisal performed by an independent, Florida certified appraiser (the “Independent Appraisal”); (2) together with any offer presented to Seller, provide a copy of the Independent Appraisal at the time such offer is presented to Seller; (3) together with an offer presented to Seller, disclose to Seller the relationship of the Restricted Person to Broker and state in a separate writing in no less than 12 point font: “THIS OFFER IS FROM A RESTRICTED PERSON”; and (4) obtain Seller’s written waiver stating that (i) Seller acknowledges that the offer is from a Restricted Person, (ii) Seller has received and reviewed the Independent Appraisal, and (iii) Seller consents to the sale to the Restricted Person. If Broker fails to follow the process set forth in this Section regarding Restricted Persons with respect to any Property, then Broker shall not be paid any Commission on such Property, or if such Commission has been paid then Broker shall forfeit to Seller any Commission paid to Broker. In addition, Broker shall be liable to Seller for the difference between the appraised value of the Property at the time of the sale and the actual sales price to the Restricted Person where the appraised value is greater than the actual sales price.

9. No Employment Relationship: Neither Broker nor its employees or agents shall be deemed to be employees of Seller, it being agreed and understood between Seller and Broker that Broker is an independent contractor with fiduciary responsibilities to Seller for all purposes and at all times pursuant to the terms and conditions of this Agreement.

10. No Contracting Authority: Broker and Broker’s agents are prohibited from executing real estate purchase and sale contracts on behalf of Seller, and any other documents that purport to bind Seller without Seller’s prior written consent.

11. Deposits: Broker is authorized to accept and hold Seller’s behalf in a trust account maintained at an independent escrow agent or title company a deposit to be applied toward a purchase price. Broker shall ensure that such trust funds are transferred to Seller’s approved closing entity as set forth in applicable the sales contract.

12. Closing: Seller shall have the right to select the closing agent (title company/law firm) for each closing on a Property. Seller shall designate the closing agent in the Sales Addendum for each Property. If Seller fails to designate the closing agent in the Sales Addendum, then Broker shall obtain Seller’s written confirmation as to which closing agent that Seller will designate for the closing on a Property. Broker shall not designate a closing agent without Seller’s written consent.

13. Properties Affected by Environmental Hazards: If Broker suspects or is aware that the Property is affected by an environmental hazard, including but not limited to mold, asbestos, lead paint, radon gas or underground storage tanks, in on or near the Property, or becomes aware that the use of such Property has been in violation of environmental or public health laws, Broker shall immediately inform Seller so that Seller can make the appropriate investigations and disclosure statements.

14. Notices: Notices hereunder shall be provided to the following persons:

If to Seller:

City of Palm Bay 120 Malabar Road S.E.

Palm Bay, Florida 32907

Attention: Joan A. Junkala Telephone: (321) 726-2601

If to Broker:

TBD

TBD

Attention: contact name Telephone: (____) ____-_____

15. Indemnification: In addition to any other rights and remedies that Seller may have under this Agreement, Broker shall defend, indemnify and hold Seller, its public officers, employees and agents, harmless from and against, and shall reimburse it or them for, any losses, damages, costs, deficiencies, claims, causes of action, liabilities or expenses of any nature (including reasonable attorneys’ fees) incurred by Seller that arise or result from, or that are in connection with:

A. any misrepresentation made by Broker or any of Broker’s employees or agents;

B. any failure by Broker or any of Broker’s employees or agents to disclose material information to Seller or any other person to which Broker has an obligation to disclose such information on its behalf or on Seller’s behalf;

C. any breach of any representation or warranty by Broker or any of Broker’s employees or agents that is contained in this Agreement, or in any schedule, report, or statement furnished by Broker pursuant to this Agreement;

D. the non-fulfillment or non-performance of any covenant, condition or action required of Broker pursuant to this Agreement; or

E. any negligent or intentional act, error or omission of Broker, or any of Broker’s employees or agents.

16. Modification: This Agreement may not be changed, modified, waived or extended except in writing signed by both parties.

17. Termination: This Agreement shall remain in full force and effect until terminated by Seller or Broker upon written notice. Seller reserves the right to terminate this Agreement or any Sales Addendum entered pursuant to this Agreement, at any time with or without cause, . For the avoidance of doubt, in the event of termination of a Sales Addendum before the closing on a Property is completed, Broker shall be entitled to any Commission relative to such Property. Further, in the event of termination of this Agreement, Broker shall be entitled to any Commission for any Property if the closing on such Property has not been completed on or before the date of termination of this Agreement.

18. Survival: The following Sections of this Agreement shall survive the termination or expiration of this Agreement or any Sales Addendum: 6(K), 8, 11, 15, 19.

19. Governing Law; Dispute Resolution.

A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Seller and Broker submit to the exclusive jurisdiction of the state courts of the Eighteenth Judicial Circuit, Brevard County, Florida for any action or proceeding arising under, relating to, or in connection with this Agreement. Seller and Broker agree that all claims in respect of the action or proceeding shall be exclusively heard and determined in any such court. Seller and Broker hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

B. Except Waiver of Jury Trial. SELLER AND BROKER HEREBY IRREVOCABLY

WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY

OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY. EACH PARTY

ACKNOWLEDGES AND AGREES THAT THIS PROVISION IS A MATERIAL

INDUCEMENT TO EACH OTHER PARTY TO ENTER INTO THIS

AGREEMENT. NEITHER PARTY IS RELYING ON ANY REPRESENTATION

BY THE OTHER PARTY THAT THIS PROVISION WOULD NOT BE

ENFORCED TO THE FULLEST EXTENT PROVIDED BY LAW.

20. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

21. Entire Agreement: This Agreement, together with the applicable Sales Addendum and provided from time to time by Seller to Broker, contains the entire understanding between the parties, with respect to the Property and supersedes any prior oral or written understandings.

SELLER: BROKER:

CITY OF PALM BAY BROKER COMPANY NAME

By: By:

Title: Title:

Date: Date:

Exhibit “A”

SALES ADDENDUM TO MASTER LISTING AGREEMENT

This Sales Addendum to Master Listing Agreement (“Addendum”) is made with respect to that certain Master Listing Agreement (“Agreement”) by and between by and between □ CITY OF PALM BAY (“Seller”), a Florida municipal corporation and / or the □ BAYFRONT COMMUNITY REDEVELOPMENT AGENCY, a special dependent district of the City (also “Seller”), with offices located at 120 Malabar Road S.E., Palm Bay, Florida 32907, and Broker Company Name (“Broker”), with offices located at address, city, state, zip.

City and Broker hereby agree to supplement the Agreement as follows:

1. This Addendum is made with respect to the following Property:

i. Address:

ii. Parcel ID:

iii. Tax ID:

2. The term of Broker’s exclusive listing for this Property shall:

i. begin on [Seller to insert date] and

ii. expire at midnight on [Seller to insert date]

3. The Property shall be listed at $ .

4. Seller designates the following entity as closing agent (title company/law firm) to conduct the closing on the Property: .

5. Broker hereby accepts assignment of the Property and agrees to perform the services and duties stated in the Agreement. All of terms and provisions of the Agreement are by this reference expressly incorporated into this Addendum.

SELLER: BROKER:

CITY OF PALM BAY BROKER COMPANY NAME

By: By:

Title: Title:

Date: Date:

Exhibit “B”

BROKER STATUS REPORT

Report Date:

Property Identification

i. Address:

ii. Parcel ID:

iii. Tax ID:

Current Listing Price:

Suggested Listing Price:

Date of Last Visit to Property:

Date of Last Showing:

Number of Inquiries Since Last Report: ___

Suggestions to expedite the sale of the Property:

Current or new listings competing with the Property:

Other comments (status of repairs, etc.):

By:

Title:

Date: _________________________