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<br /> EXCLUSIVE SALES LISTING AGREEMENT
<br /> CBRE CBRE, INC.
<br /> BROKERAGE AND MANAGEMENT
<br /> 1. In consideration of the listing for sale the real property hereinafter described(the"Property")by CBRE, Inc. ("Broker")
<br /> and Broker's agreement to use commercially reasonable efforts to effect a sale of same,the City of Ramsey and the
<br /> Ramsey Housing& Redevelopment Authority("Owner")hereby grants to Broker the exclusive right to list for sale the
<br /> Property for a period commencing January 28 ,2014,and ending midnight January 28, 2017.
<br /> This agreement will be for three(3)years,with the option to cancel after Year One with a ninety(90)day written notice
<br /> (with no penalty) by either party(the"Term"), at a price of the following terms, or such other terms, as owner may
<br /> agree.
<br /> The Properties are situated in the City of Ramsey County of Anoka State of Minnesota, is
<br /> located at and is further described as (see Exhibit"A")
<br /> References herein to the Property shall be understood to include portions of the Property.
<br /> 2. NOTICE: THE COMPENSATION FOR THE SALE, LEASE, RENTAL, OR MANAGEMENT OF REAL PROPERTY
<br /> SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND THE BROKER'S CLIENT.
<br /> Owner agrees to pay Broker a sales commission in accordance with Broker's Schedule of Sale and Lease
<br /> Commissions (the "Schedule"), a copy of which is executed by Owner, attached hereto and hereby made a part
<br /> hereof. This commission shall be earned for services rendered, if, during the Term: (a) the Property is sold to a
<br /> purchaser procured by Broker, Owner,or anyone else; (b)any contract for the sale of the Property is entered into by
<br /> Owner; (c) Property is transferred due to eminent domain or the threat thereof,foreclosure, or conveyance in lieu of
<br /> foreclosure; (d)Owner contributes or conveys the Property to a partnership,joint venture, or other business entity; or
<br /> (e) Owner is a corporation, partnership, or other business entity and an interest in such corporation, partnership or
<br /> other business entity is transferred, whether by merger, outright purchase, or otherwise, in lieu of a sale of the
<br /> Property. Broker is authorized to cooperate with and to share its commission with other licensed real estate brokers,
<br /> regardless of whether said brokers represent prospective purchasers (hereinafter"Cooperating Brokers") or assist
<br /> Broker.
<br /> 3. As used in this Agreement the term"sale"shall include an exchange of the Property,and also the granting of an option
<br /> to purchase the Property. Owner agrees that in the event such an option is granted, Owner shall pay Broker a sales
<br /> commission in accordance with the Schedule on the price paid for the option and for any extensions thereof. This
<br /> commission shall be paid upon receipt by Owner of any such payment(s). In the event such an option is exercised,
<br /> either during the term or within one year thereafter, Owner shall also pay Broker a sales commission on the gross
<br /> sales price of the Property, in accordance with the Schedule. Notwithstanding the foregoing, to the extent that all or
<br /> part of the price paid for the option or any extension thereof is applied to the sales price of the Property, then any
<br /> commission previously paid by Owner to Broker on account of such option payment(s)shall be credited against the
<br /> commission payable to Broker on account of the exercise of the option.
<br /> 4. Owner further agrees that Owner shall pay Broker a commission in accordance with the Schedule, if, within one
<br /> hundred eighty(180)calendar days after the expiration or termination of the Term(the"Override Period"),the Property
<br /> is sold to, or Owner enters into a contract of sale of the Property with any person or entity (including his/her/its
<br /> successors,assigns or affiliates)with whom Broker has negotiated(either directly or through another broker or agent)
<br /> or to whom the Property has been submitted prior to the expiration or termination of the Term. Broker is authorized to
<br /> continue negotiations with such persons or entities. Broker agrees to submit a protective list of such persons or
<br /> entities to Owner within seventy-two (72) hours following the expiration or termination of the Term as required by
<br /> M.S.A. §82.21. The protective list may include only persons who have,during the Term, either made an affirmative
<br /> showing of interest in the Property by responding to an advertisement or by contacting Broker or has been physically
<br /> shown the Property by Broker,provided,however,that if a written offer has been submitted it shall not be necessary to
<br /> include the offeror's name on the list. The parties on the protective list must acknowledge in writing that the Property
<br /> has been presented to such party. The submitted list will include submitted offers, groups currently under contract,
<br /> and groups identified on the CBRE monthly update list.
<br /> 5. Broker agrees Owner shall not pay Broker commission fees in accordance with the Schedule, if,within one hundred
<br /> eighty (180) calendar days after commencement of this Exclusive Sales Listing Agreement, Property is sold to, or
<br /> Owner enters into a contract of sale of Property with any person or entity as indicated in Appendix B.
<br /> 6. Owner further agrees that(a)if a lease of the Property is entered into during the Term by anyone,or(b)if,during the
<br /> Override Period, the Property is leased to, or owner enters into a contract to lease the Property with, or negotiations
<br /> continue, resume or commence and thereafter continue leading to the lease of the Property to any person or entity
<br /> (including his/her/its successors, assigns or affiliates) with whom Broker has negotiated (either directly or through
<br /> another broker or agent) or to whom the Property has been submitted prior to the expiration or termination of the
<br /> Term,Owner shall pay Broker a leasing commission in accordance with the Schedule.
<br /> IF YOU RELIST WITH ANOTHER BROKER WITHIN THE OVERRIDE PERIOD AND THEN SELL YOUR
<br /> PROPERTY TO ANYONE WHOSE NAME APPEARS ON THIS LIST, YOU COULD BE LIABLE FOR FULL
<br /> COMMISSIONS TO BOTH BROKERS. IF THIS NOTICE IS NOT FULLY UNDERSTOOD, SEEK COMPETENT
<br /> ADVICE.
<br /> 7. Commissions shall be payable hereunder when earned or at the earlier of closing of escrow, recordation of the deed,
<br /> lease execution,or taking of possession by the purchaser or tenant.
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