Exhibit 10.8
Approved by the Wisconsin Department Wisconsin Real Estate, Inc.
of Regulation and Licensing
7-1-99 (OPTIONAL USE DATE)
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WB-36 BUYER AGENCY/TENANT REPRESENTATION AGREEMENT
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1-1-00 (MANDATORY USE DATE) PAGE 1 OF 3
o BROKER'S AUTHORIZATION: Buyer (see lines 129-130) gives Broker the exclusive
right to act as Buyer's agent to locate an interest in property and to negotiate
the procurement of an interest in property as described in lines 3-12.] [STRIKE
AS APPLICABLE]
o PROPERTY TYPE: / / Residential/Personal / / Residential/Investment / /
Commercial/Industrial / / Recreational / / Farm/X/ Vacant Land / / New
Construction / / Other__________________[IDENTIFY GENERAL NATURE OF PROPERTY:
CHECK ALL THAT APPLY]
o NATURE OF INTEREST: / / Purchase / / Leasehold / / Option / / Other / /______
____________________
o PROPERTY CHARACTERISTICS/TRANSACTION TERMS:
PURCHASE PRICE RANGE: $2000 to $12000 per acre /X/ OTHER TERMS:_________________
________________________________________________________________________________
________________________________________________________________________________
[IDENTIFY MATERIAL CHARACTERISTICS/TRANSACTION TERMS, e.g. PROPERTY SIZE,
LOCATION, OCCUPANCY, INTEREST, ETC.]
EXCLUDED PROPERTIES: The following properties are excluded from this Agreement
until_____________________ [INSERT DATE] ______________________________________
________________________________
o COMPENSATION: Broker's compensation shall be [CHECK "SUCCESS FEE","OTHER
COMPENSATION", OR BOTH AS APPLICABLE]
|X| SUCCESS FEE: 3.000 % of the purchase price of____________________________
________________________________________________________________________________
whichever is greater.
/ / OTHER COMPENSATION: None
[INSERT THE AMOUNT AND TYPE OF OTHER FEE, E.G. RETAINER FEE, OR HOURLY FEE]
If this Agreement calls for a success fee, it is agreed that Broker has earned
the success fee if, during the term of this Agreement (or any extension of it),
Buyer or any person acting on behalf of Buyer acquires an interest in property
or enters into an enforceable written contract between owner and Buyer to
acquire an interest in property, at any terms and price acceptable to owner and
Buyer. Broker's compensation remains due and payable if an enforceable written
contract entered into by Buyer per lines 19 to 21 fails to close. Once earned,
Broker's compensation is due and payable at the earlier of closing or the date
set for closing, unless otherwise in writing.
Broker (may) (may not) [STRIKE ONE] accept compensation from owner or owner's
agent. (Broker may accept compensation from owner or owner's agent if neither is
struck.) Broker's compensation from Buyer will be reduced by any amounts
received from owner or owner's agent.
CAUTION: BUYER MAY WORK WITH OWNER OR AGENTS OF OWNER IN LOCATING AND
NEGOTIATING AN INTEREST IN PROPERTY. HOWEVER, BUYER MAY BE RESPONSIBLE FOR
BROKER'S FULL COMPENSATION IF BUYER'S CONTACTS WITH OWNER OR OWNER'S AGENT
RESULT IN NO COMPENSATION BEING RECEIVED BY BROKER FROM OWNER OR OWNER'S AGENT.
In consideration of Buyer's agreements, Broker agrees to use professional
knowledge and skills and reasonable efforts, to: 1) locate an interest in
property, unless Broker is being retained solely to negotiate the procurement of
an interest in a specific property, and 2) negotiate the procurement of an
interest in property, as required, by giving advice to Buyer within the scope of
Broker's license, facilitating or participating in the discussions of the terms
of a potential contract completing appropriate contractual forms presenting
either party's contractual proposal with an explanation of the proposal's
advantages and disadvantages and other efforts including but not limited to the
following: ---__________________________________________________________________
_____________________, Unless Broker is retained solely to locate an interest in
property. SHOULD LITIGATION ARISE BETWEEN THE PARTIES IN CONNECTION WITH THIS
AGREEMENT, THE PREVAILING PARTY SHALL HAVE THE RIGHT TO REASONABLE ATTORNEY
FEES.
o EARNEST MONEY: If Broker holds xxxxxxx money or other trust funds in
connection with the transaction, they shall be held in Broker's trust account.
Broker may refuse to hold xxxxxxx money or other trust funds. Should Broker hold
xxxxxxx money, Buyer authorizes Broker to disburse the xxxxxxx money and agrees
to hold Broker harmless for good faith disbursement pursuant to the terms of the
offer to purchase, option, exchange agreement, lease or other escrow agreement
used in the transaction or as otherwise required by law. If the transaction
fails to close and the xxxxxxx money is disbursed to Buyer, then upon
disbursement to Buyer the earnes money shall be paid first to reimburse Broker
for cash advances made by Broker on behalf of Buyer.
o FAIR HOUSING: Buyer and Broker agree that they will not discriminate based
on race, color, sex, sexual orientation as defined in Wisconsin Statutes ss.
111.32 (13m), disability, religion, national origin, marital status, lawful
source of income, age, ancestry, familial status or in any other unlawful
manner.
o AGENCY DISCLOSURE AND CONSENT TO MULTIPLE REPRESENTATION: Wisconsin Statute
ss.452.135(2) requires Broker to disclose that Buyer is Broker's client.
Broker's duties to Buyer can be found at lines 75-83. Broker's duties to all
parties can be found at lines 58-74. The confidentiality rights of all parties
can be found at lines 84-91. See lines 92-95 for information regarding
identification of confidential and non-confidential information at lines 53-56.
If Broker has a listing contract on a property Buyer wishes to procure an
interest in, Buyer (does) (does not) [STRIKE ONE] consent to the multiple
representation relationship described at lines 103-113, If a multiple
representation relationship is consented to and does occur, both parties will be
Broker's clients.
CONFIDENTIAL INFORMATION: (See lines 84 to 95) ------__________________________
________________________________________________________________________________
NON-CONFIDENTIAL INFORMATION: (See lines 96 to 102) ----_______________________
________________________________________________________________________________
[AGENCY ISSUES]
o DUTIES OWED TO ALL PARTIES: Wisconsin Statute section 452.133(1) states
that, in providing brokerage services to a party to a transaction (including
both clients and customers), a broker shall do all the following: |X|
(a) Provide a brokerage services to all parties to the transaction
honestly, fairly and in good faith.
(b) Diligently exercise reasonable skill and care in providing brokerage
services to all parties.
(c) Disclose to each party all material adverse facts that the broker knows
and that the party does not know or cannot discover through reasonably
vigilant observation, unless the disclosure of a material adverse fact
is prohibited by law.
(d) Keep confidential any information given to the broker in confidence, or
any information obtained by the broker that he or she knows a
reasonable party would want to be kept confidential, unless the
information must be disclosed under (C) or Wisconsin Statute section
452.23 (information contradicting third party inspection or
investigation reports) or is otherwise required by law to be disclosed
or the party whose interests may be adversely affected by the
disclosure specifically authorizes the disclosure of particular
confidential information. A broker shall continue to keep the
information confidential after the transaction is complete and after
the broker is no longer providing brokerage services to the party.
(e) Provide accurate information about market conditions that affect a
transaction, to any party who requests the information, within a
reasonable time of the party's request, unless disclosure of the
information is prohibited by law.
(f) Account for all property coming into the possession of a broker that
belongs to any party within a reasonable time of receiving the
property.
(g) When negotiating on behalf of a party, present contract proposals in an
objective and unbiased manner and disclose the advantages and
disadvantages of the proposals.
o DUTIES OWED TO CLIENTS ONLY: Wisconsin Statute section 452.133(2) states
that in addition to his or her duties under lines 58 to 74, a broker providing
brokerage services to his or her client shall do all of the following:
(a) Loyally represent the client's interests by placing the client's
interests ahead of the interests of any other party, unless loyalty to
a client violates the broker's duties under lines 58 to 74 or Wis.
Stats. ss.452.137(2) (duties to all clients in dual agency situations).
(b) Disclose to the client all information known by the broker that is
material to the transaction and that is not known by the client or
discoverable by the client through reasonably vigilant observation,
except for confidential information (see lines 64 to 69) and other
information, the disclosure of which is prohibited by law.
(c) Fulfill any obligation required by the agency agreement, and any order
of the client that is within the scope of the agency agreement, that
are not inconsistent with another duty that the broker has undedr this
chapter or any other law.
o CONFIDENTIALITY NOTICE:
A BROKER IS REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF ALL INFORMATION GIVEN TO
THE BROKER IN CONFIDENCE AND OF ALL INFORMATION OBTAINED BY THE BROKER THAT HE
OR SHE KNOWS A REASONABLE PARTY WOULD WANT TO BE KEPT CONFIDENTIAL, UNLESS THE
INFORMATION IS REQUIRED TO BE DISCLOSED BY LAW. THE FOLLOWING INFORMATION IS
REQUIRED TO BE DISCLOSED BY LAW:
1) MATERIAL ADVERSE FACTS AS DEFINED IN SECTION 452.01(5G) OF THE
WISCONSIN STATUTES.
2) ANY FACTS KNOWN BY THE BROKER THAT CONTRADICT ANY INFORMATION
INCLUDED IN A WRITTEN INSPECTION REPORT ON THE PROPERTY OR
REAL ESTATE THAT IS THE SUBJECT OF THE TRANSACTION.
TO ENSURE THAT THE BROKER IS AWARE OF WHAT SPECIFIC INFORMATION YOU CONSIDER
CONFIDENTIAL, YOU MAY LIST THAT INFORMATION AT LINES 53 TO 54. AT A LATER TIME,
YOU MAY ALSO NOTIFY THE BROKER IN WRITING OF ANY INFORMATION YOU CONSIDER TO BE
CONFIDENTIAL. YOU MAY IDENTIFY INFORMATION WHICH MIGHT OTHERWISE BE CONSIDERED
CONFIDENTIAL AS FINANCIAL QUALIFICATIONS) AS NON-CONFIDENTIAL AT LINES 55 TO 56.
o WAIVER OF CONFIDENTIALITY: Buyer may wish to authorize Broker to disclose
information which might otherwise be considered confidential. An example of this
type of information might be financial qualification information which may be
disclosed to strengthen Buyer's offer to purchase/lease proposal in the eyes of
prospective sellers/landlords. Broker's authorization to disclose may be
indicated at lines 55 to 56. Unless otherwise provided at lines 53 to 54, Broker
has permission to disclose Buyer's identity to owner, owner's agents and other
third parties without prior consent from Buyer. Buyer acknowledges that pursuant
to Wisconsin Statute section 706.03(1(b)(1m) a conveyance, such as an offer to
purchase is not binding if it is signed by Buyer's agent until such time as
Buyer is identified in the conveyance.
o MULTIPLE REPRESENTATION (DUAL AGENCY): Wisconsin Statute section 452.137
states that Broker may represent both parties in the same transaction only with
the written consent of both parties. A multiple representation relationship
would exist if Broker was the listing agent for a property Buyer was seeking to
acquire an interest in. In a multiple representation relationship, Broker will
provide the services agreed upon in this Agreement. Broker will continue to
provide information and advice to both parties, but is not allowed to place the
interests of either party ahead of the other in negotiations. During
negotiations, Broker will prepare approved forms to accomplish the intent of the
party making the proposal. Broker will present the proposal in an objective and
unbiased manner, disclosing the proposal's advantages and disadvantages. Broker
shall not disclose confidential information of either party unless required by
law.
NOTE: WISCONSIN ADMINISTRATION CODE SECTION RL 24.07 REQUIRES DISCLOSURE OF
ADVERSE MATERIAL FACTS TO ALL INTERESTED PARTIES).
If Buyer consents to the multiple representation relationship at line 51,
Buyer is indicating that Buyer understands Broker's duties to all parties to
a transaction (see lines 58 to 74) and Broker's duties to a client (see lines
75 to 83) and that if a multiple representation relationship arises, Broker
will owe the same duties to seller that Broker owes to Buyer. (See lines
75-83) o NON-EXCLUSIVE RELATIONSHIP: Buyer acknowledges and agrees that the
Broker may act for other buyers in connection with the location of properties
and may negotiate on behalf of such buyers with the owner or owner's agent.
IN the event that Broker undertakes to represent and act for other buyers,
Broker shall not disclose to Buyer, or any other buyer, any confidential
information of any buyer, unless required by law.
[COOPERATION] Buyer agrees to cooperate with Broker and to provide Broker
accurate copies of all relevant records, documents and other materials in
Buyer's possession or control which are required in connection with the
purchase, option, exchange or lease of property. Buyer agrees to be
reasonably available for showings of properties. Buyer authorizes Broker to
do those acts reasonably necessary to fulfill broker's responsibilities under
this Agreement including retaining subagents. Buyer shall promptly notify
Broker in writing of the description of any property Buyer locates. Buyer
shall also notify Broker of the identity of all persons making inquiries
concerning Buyer's objectives stated in this Agreement.
[PROPERTY DIMENSIONS]
Buyer acknowledges that property dimensions, total square footage and total
acreage information provided to Buyer may be approximate due to rounding and may
vary due to different formulas which can be used to calculate these figures.
Unless otherwise indicated, property dimension figures have not been verified by
survey. CAUTION: BUYER SHOULD VERIFY ANY PROPERTY DIMENSION OR TOTAL SQUARE
FOOTAGE/ACREAGE CALCULATION WHICH IS MATERIAL TO BUYER.
[DEFINITIONS]
BUYER: "Buyer", as used in this Agreement, is the party executing this
Agreement and seeking to acquire an interest in real estate or a business
opportunity by purchase, lease, option, exchange or any other manner.
DELIVERY: unless otherwise agreed, delivery of documents or written notices
may be accomplished by: 1) giving the document or written notice personally to
the Party; 2) depositing the document or written notice postage or fees prepaid
or charged to an account in the U.S. Mail or a commercial delivery system
addressed to the Party at the Party's address on line 182 or 3) electronically
transmitting the document or written notice to the Party's fax number at line
183.
INTEREST IN PROPERTY: The "interest in property" to be obtained by Buyer
includes a purchase, leasehold, option, exchange agreement or any other procured
interest unless restricted at lines 7-9, in additional provisions (lines 146 to
163) or elsewhere in this Agreement.
LOCATE AN INTEREST IN PROPERTY: "Locate an interest in property" shall mean,
as used in this Agreement, to identify, evaluate according to the standards set
by Buyer, and determine the availability of the interest sought by Buyer in a
property.
NEGOTIATE THE PROCUREMENT OF AN INTEREST IN PROPERTY: "Negotiate the
procurement of an interest in property" shall mean, as used in this Agreement,
to contact the owner of the property or the owner's agent to ascertain the terms
and conditions upon which the interest may be obtained and to otherwise assist
Buyer in reaching an agreement to procure the interest sought by Buyer in the
property as may be specified in this Agreement.
PERSON ACTING FOR BUYER: In this Agreement "Person acting for Buyer" shall
mean any person joined in interest with Buyer, or otherwise acting on behalf of
Buyer, including but not limited to Buyer's immediate family, agents, servants,
employees, as well as any and all corporations, partnerships, limited liability
companies or other entities controlled by, affiliated with or owned by Buyer in
whole or in part.
ADDITIONAL PROVISIONS: none_____
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Notice: You may obtain information about the sex offender registry and persons
registered with the registry by contacting the Wisconsin Department of
Corrections on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx or by phone at
000-000-0000.
ADDENDA: The attached ----_____________________________________________________
is/are made a part of this Agreement.
TERM OF THE AGREEMENT: From the 2nd day of November, 2001 up to and including
midnight of the 2nd day of April, 2004.
EXTENSION OF AGREEMENT TERM: The Agreement term is extended for a period of
one year as to any property which during the term of this Agreement was: 1)
located or negotiated for by Broker, Broker's agent, Buyer or any person acting
on behalf of Buyer, or 2) which was the subject of a written offer to purchase
submitted by Buyer or any person acting on behalf of Buyer. If this extension is
based on Broker's or Broker's agent's location or negotiation, this extension
shall only be effective if a written description of the property is delivered to
Buyer no later than three days after expiration of this Agreement.
IF SIGNED, THIS AGREEMENT CAN CREATE A LEGALLY ENFORCEABLE AGREEMENT, BROKER MAY
PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THIS AGREEMENT BUT IS
PROHIBITED BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS
UNDER THIS AGREEMENT. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS NEEDED.
BUYER SHOULD CONSULT OTHER EXPERTS AS APPROPRIATE, FOR EXAMPLE, APPRAISERS, TAX
ADVISORS, OR HOME INSPECTORS, IF SERVICES BEYOND BROKER'S REAL ESTATE SERVICES
ARE NEEDED.
Dated this 5th day of November, 2001
(X) (X)
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Agent for Broker ? (Print Name) Xxxx X. Xxxxx Buyer Buyer ? (Print Name) United Wi Grain Producers
RW Wisconsin Real Estate, Inc. (X)
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Broker/Firm ? Buyer ? (Print Name) ?
0000 X. Xxxxxx Xx., Xxxxxx Xxx, XX /N3432 Cty BB, Xxxxxxxx, XX 00000
Broker Address ? Phone # ? Fax # ? 000-000-0000 Buyer's Address ? Phone # ? Fax #?
000-000-0000 000-000-0000
