Agenda - Council Work Session - 02/15/2011

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MNC :ELAS -2 (2/08) COMMERCIAL EXCLUSIVE LISTING AGREEMENT SALE 43. Address City of Ramsey, MN 44. Page 2 45. 2. If a. buyer is procured, whether by BROKER, SELLER or anyone else, who is ready, willing and able to purchase 46. the PROPERTY at the price and terms set forth above and SELLER refuses to sell. 47 3. If SELLER agrees to sell the PROPERTY before this contract expires, and SELLER refuses to close the sale. 48. 4. If SELLER removes PROPERTY from the market before expiration of this Listing Agreement. 49. 5. If SELLER grants an option to purchase the PROPERTY, SELLER shall compensate BROKER, as provided herein, 50. based on the price paid for the option and for any extensions thereof. This compensation shall be paid upon receipt 51. by SELLER of any such payments. In the event such option is exercised, whether during the term of this Agreement, 52. or within 36 months thereafter, SELLER shall also compensate BROKER on the gross sales price of the 53. PROPERTY in accordance with the provisions herein. 54. Notwithstanding the foregoing, to the extent that all or part of the price paid for the option or any extension thereof 55. is applied to the sales price of the PROPERTY, then any compensation previously paid by owner to BROKER on 56. account of such option payments shall be credited against the compensation payable to BROKER on account of 57. the exercise of the option. 58. 6. During the term of this Listing Agreement or within 180 days (not to exceed 180 days, except for the purchase 59. or sale of a business in which case it cannot exceed two (2) years) after the expiration of this Listing Agreement: 60. (i) the PROPERTY is acquired by a public authority; (ii) an agreement to acquire the PROPERTY is reached with a 61. public authority; or (iii) a public authority institutes eminent domain /condemnation proceedings to acquire the 62. PROPERTY. 63. 7. SELLER contributes or conveys the PROPERTY or any interest therein to a partnership, joint venture or other 64. business entity during the term of this Agreement in lieu of a sale of the PROPERTY during the term of this 65. Agreement. 66. 8. SELLER is a partnership or other business entity, and an interest in the partnership or other business entity is 67. transferred, whether by merger, outright purchase or otherwise in lieu of sale of the PROPERTY during the term 68. of this Agreement. 69. 9. If within 180 days (not to exceed 180 days, except for the purchase or sale of a business in which case 70. it cannot exceed two (2) years) after the end of this Agreement, SELLER sells or agrees to sell the PROPERTY to 71. anyone who has made an affirmative showing of interest in the PROPERTY by responding to an advertisement 72. or by contacting the BROKER or salesperson involved or has been physically shown the PROPERTY by the 73. BROKER or salesperson. It is understood that BROKER shall not seek to enforce collection of a compensation 74. under this subparagraph nine (9) unless the name of the prospect is on a written list given to SELLER within 72 75. hours after expiration of this Listing Agreement. 76. SELLER further agrees that in the event a lease of the PROPERTY is entered into (a) during the term of this Listing 77. Agreement, or (b) during the period set forth in subparagraph nine (9) above with a person or entity as described 78. therein, then SELLER shall pay BROKER a leasing commission of 3% of total lease payment amt. , which shall 79. be due and payable upon execution of the lease or as otherwise agreed in writing. 80. As security for BROKER's compensation, SELLER hereby grants to BROKER a security interest in the proceeds from 81. the sale or lease of the PROPERTY described herein and any title company or other closer who conducts the closing 82. on the sale or lease of the PROPERTY described herein is directed to disburse the BROKER's compensation provided 83. hereunder to the BROKER at the time of closing. 84. SELLER'S REPRESENTATIONS 85. SELLER has full legal right to sell or lease the Property. 86. SELLER certifies that as of the date of execution of this Agreement, SELLER has not received any notice of building, 87. health or fire code violations, nor notice of hazardous waste on the PROPERTY, nor notice of condemnation pertaining 88. to the PROPERTY, except as herein noted (if none, state "none "). None 89. 90.