CBRE
<br />EXCLUSIVE SALES LISTING AGREEMENT
<br />CBRE, INC.
<br />BROKERAGE AND MANAGEMENT
<br />I . 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 saFe the
<br />Property fora 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 re 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 safes price of the Property, then any
<br />commission previously paid by Owner to Broker on account of such option payments) 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 Terms 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 offerors 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 (h) 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 hislherfits 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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