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negotiations with prospective purchasers asneeded. |faprospective buyer isaCity generated lead <br />that has not had prior discussions with CBRE Listing Teem. and CBRE services are not required, <br />CBRE commissions will be reduced from 5% to 3%.. <br />7 You represent that you either are the fee owner oforotherwise have control over the Property. You <br />further represent that you have full authority toenter into this Agreemen without violating anyone <br />else's rights, or any other agreements or contractual obligations. <br />8. We will present all offers to you and assist you in developing and negotiating counteroffers until o <br />PSA is signed and all contingencies are satisfied or waived. You agree that you and/or your legal <br />counsel are solely responsible for determining the legal sufficiency ofthe documents related to this <br />engagement and the tax consequences of any transaction. You are also responsible for evaluating <br />any offers and determining with whom you will negotiate or enter into a transaction. While we may <br />assist you in gathering reasonably available infonmation' we cannot represent or warrant the <br />creditworthiness ofany prospect and/or their ability tosatisfy their obligations under purchase <br />agreement. All final business and legal decisions shall bemade solely byyou. Notwithstanding any <br />designation of us as ^agent" in this Agraement, we will have no right, power, or authority to enter <br />into any agreement with any prospective purohaser, real eaLota bnoher, or any other person in the <br />name of, onbehalf of, orotherwise binding upon you. <br />S. NOTICE: THE COMPENSATION FOR THE SALE, LEASE' RENTAL OR <br />MANAGEMENT OFREAL PROPERTY SHALL BEDETERMINED BETWEEN EACH <br />INDIVIDUAL BROKER AND THE BROKER'S CLIENT. <br />10. We will earn (and you agree to pay) a commission in accordance with this Agreement and the <br />attached Commission Schedule (Exhibit "A") if either of the following occur: <br />(a) during the Tenn, you sell the Property to a purchaser, whether procured by uo, you or <br />anyone else; or <br />(b) within one hundred eighty (180)days after the expiration of the Term or after the Agreement <br />otherwise terminates (the "Override Period^).the Property is sold to, ornegotiations <br />oontinue.naaumeoroommmnoeandtheneafteroontinueleadingtoaeo|eofthePnopertyto <br />any person or entity (including his/her/its suoommsons, assigns or affiliates) with vvhom, <br />during the Term, CBRE either negotiated (either directly or through another broker or agent) <br />or to whom the Property was submitted during the Term ("Existing Prospect"). You agree <br />thaiCBRE is authorized to continue negotiations with Existing Prospects. We will submit <br />to you a list of such Existing Prospects in a "Protective List" within seventy-two (72) hours <br />following the expiration or termination of the Tenn as required by M.S.A. §82.88(1); <br />providmd, however, that if a written offer has been submitted prior to said expiration or <br />termination date, then it ehoU not be necessary to include the offeror'a name on the list. <br />The protective list may include only persons who have, during the Term, either made an <br />affirmative showing of interest in the property by responding toan mdvertiseman1, or by <br />contacting the Broker or having been physically shown the property by the Broker. <br />NOTICE: IF YOU FlELIS?WITH ANOTHER BROKER WITHIN THE OVERRIDE PERIOD <br />AND THEN SELL YOUR PROPERTY TOANYONE WHOSE NAME APPEARS ON THIS <br />LIST, YOU COULD BELIABLE FOR FULL COMMISSIONS TO BOTH BROKERS. IF <br />THIS NOTICE IS NOT FULLY UNDERSTOOD, SEEK COMPETENT ADVICE. <br />11.You agree that we are authorized to cooperate with and, if appropriate, share our commission with <br />"Cooperating Brokers" (such as a broker representing e purchaser). We will be responsible for <br />paying the fee or commission due to the Cooperating Broker (if any) provided the Cooperating <br />Broker (i) represents the prospective purchaser pursuant to a written agnaemen1, a copy of which <br />is furnished to us prior to the execution of the transaction; (d) is properly licensed, and (i/i)executes <br />and delivers toumanacceptable cooperating brokerage agreement. Market conditions may exist <br />whereby the Cooperating Broker receives an above -standard fee and/or broker bonus. If so, our <br />commission shall be increased by (and you agree to pay) an amount such that we receive no less <br />than 5O96ofthe total fee inaccordance with the Commission Schedule. <br />G,\ComDev\Economic E\Contract\201eRevieMbsting Agreement City of Ramsey ro,eClean.docx <br />z <br />