Lee & Associates Commercial Real Estate 10/18/2018

C. Purchase Agreement Execution/Commissions. 1. Purchase Agreement Executed During Listing Period. Service Provider will earn a commission as set forth in Section 4.C.3 below for services rendered if, during the Listing Period, the City executes a purchase agreement for the sale of Designated Property to a purchaser procured by Service Provider, the City, or anyone else. However, no commission shall be earned on a sale that fails to close and the City will be exclusively entitled to receive any forfeited deposits. 2. Purchase Agreement Executed After Listing Period. a. Within ten(10)days after the expiration or termination of the Listing Period for a Designated Property, Service Provider for such Designated Property will deliver a list to the City's Real Property Manager containing the names all persons that Service Provider either (1) presented such Designated Property(however,the parties agree that a Designated Property is not"presented" to a person by a mass mailing or mass email or similar large-scale communication) or (2) has engaged in negotiations with concerning a sale of such Designated Property(each such persons in(1)and(2), a"Noticed Buyer"). Failure to provide such a list for a Designated Property within such 10 days means that there are deemed to be no Noticed Buyers for that Designated Property. b. Service Provider will earn a commission as set forth in Section 4.C.3 below for services rendered if, within one hundred eighty (180)days after the expiration of a Designated Property's Listing Period, the City executes an agreement for sale of the Designated Property to a Noticed Buyer for such Designated Property. The commission earned under this subsection b. is not affected by the termination or expiration of this Agreement prior to the end of such 180 days. No commission will be earned on a sale that fails to close and the City will be exclusively entitled to receive any forfeited deposits. 3. Commissions. The commission due to Service Provider under Sections 4.C.1 and 4.C.2 above will be equal to three percent(3.00%)of either(i)the gross selling price of the Designated Property as defined in the Washington State Real Estate Excise Tax affidavit filed for the transaction or(ii) the Required Appraised Value of the Designated Property, whichever of(i)or(ii) is greater. The"Required Appraised Value" is equal to 90%of the appraised value of the Designated Property determined under EMC 3.84.040. The commission is the entire compensation payable by the City to Service Provider under this Agreement and is full compensation for Work performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to complete the Work. The City shall have no liability to pay any costs or expenses incurred by Service Provider in marketing or advertising the Designated Property or in soliciting offers unless the City's Real Property Manager has agreed to pay such costs in writing in advance of such costs being incurred. Service Provider is authorized to cooperate with other licensed real estate brokers, regardless of whether such brokers represent prospective purchasers or act as Service Provider's subagents. In the event that any other real estate broker(s)are involved in a transaction,then the fee for such third-party broker(s)shall be paid by the buyer or negotiated as part of the sale price of the transaction. The commission is due and payable at the closing of the escrow of the sale of the Designated Property and will be paid to Service Provider from the transaction escrow. For each Designated Property,the City will receive a credit towards the commission equal to the amount that the City has paid for Property Analysis Report(s)for that Designated Property. Page 3 Lee&Associates(2018)