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1 Heidi Heller Subject:FW: AY Exclusive Sales Listing Agreement - LITTLE CANADA - Owasso 12.21.2016 Attachments:AY Exclusive Sales Listing Agreement - LITTLE CANADA - Owasso 12.21.2016.docx Below in red are the changes recommended by the City Attorney to the listing agreement. You will note they made a number of the requested changes, but not all of them.  Number 2 is the one year term. With the 30‐day cancellation, this isn’t a big deal.  Number 3 is to protect the broker. They don’t want a contact coming to us and we negotiate a deal without their involvement. Given our control on what we accept, this isn’t a problem in my opinion.  Number 5 deals with the commission. As we discussed at the workshop, this is a standard commercial listing commission arrangement.  Number 7 deals with indemnification over commission payment. Given the exposure, I think the language is ok.  Number 8 is their corporate position. Your call on how you want to handle it. I’m not overly concerned, but I guess you never know. Comments from Bruce Bahneman: Joel, The following modifications to the listing agreement have made: #1 – AY made the change ‐ Listing price. ‐ A set listing price is necessary to determine whether or not the agent has satisfied its obligations under the listing contract. In this matter there is no set price. I would recommend adding the additional language to ii: “The Owner is not obligated to accept any purchase agreement from AY until the terms of said purchase are approved by the Owner’s City Council.” #2 – Agreement terms will remain as proposed ‐ Term. This is a one year listing contract which is approximately double the usual term for a commercial listing agreement. #3 – Agreement terms will remain as proposed ‐ Owner Referrals. Under the terms of this agreement AY is the sole negotiating agent for the City. The City is not allowed to negotiate any terms of the purchase on its own. #4– AY made the change ‐ viii. Needs to be amended to include the following: “The Owner has no obligation to pay a commission until such time as the Owner’s City Council approves a purchase agreement and there is a successful closing of said purchase agreement.” #5 – Agreement terms will remain as proposed ‐ Under the terms of their agreement, if an outside broker is used by the Buyer, you will pay an additional 2% commission on top of the 8% you are already paying AY. Standard practice is to pay the Buyer’s agent out of the commission due the listing agent, AY. #6‐ Made the change but kept commission schedule as we proposed – Alternative Transaction. If in lieu of a purchase agreement, AY negotiates an option the commission should be the standard 8% due when the buyer exercises the option and there is a successful closing. Mere execution of an option should not trigger a claim for commission. In terms of leases, which would be another alternative transaction, there is no local custom that I am aware of. Either you or I will need to research what rates are being charged for negotiating a commercial lease.