Agreement Made Between: (Page 2 of 5) in pdf

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The Commission shall be paid by the City to the Brokerage (unless the Brokerage holds the deposit

in which case section 3 of this Agreement shall apply) after receipt of an invoice from the

Brokerage and then only after the full sale price has been paid unconditionally to the City by the

Buyer and the title to the Sale Land has been transferred in accordance with the sale agreement

between the City and the Buyer.

The Brokerage expressly agrees with the City that there is no other compensation payable by the

City to the Brokerage with regard to the sale of the Sale Land, including, without limitation, any

service or disbursement fees.

The Brokerage expressly agrees that the Commission is only payable for the completion of the

transaction contemplated in the sale agreement with the Buyer, and that there shall be no

commission or any other compensation whatsoever payable by the City to the Brokerage,

including, without limitation:

(a)

for the sale of the Sale Land to a party other than the Buyer; or

(b)

if the Buyer should default, and the sale agreement with the Buyer is terminated as

a result.

Where Deposit is Held by Brokerage

If the deposit for the sale of the Sale Land to the Buyer (the “Deposit”) is held in trust by the

Brokerage, then upon the completion of the sale of the Sale Land in accordance with the sale

agreement with the Buyer, and upon receipt of written confirmation from the City of the amount of

the Commission, the Brokerage may deduct the Commission and any applicable Goods and

Services Tax from the Deposit and shall forthwith pay the balance of the Deposit to the City. If the

sale of the Sale Land is terminated and the Buyer is to forfeit the Deposit in accordance with the

sale agreement, the Brokerage shall pay the Deposit to the City upon the City’s request.

No Interest in Buyer

The Brokerage represents and warrants to the City that as of the date of this Agreement, the

Brokerage has no legal, equitable or financial interest in the Buyer whatsoever, and without

limiting the generality of the foregoing, as a shareholder or director.

Compliance with Laws and Brokerage’s Warranties

The Brokerage shall comply with all applicable laws, including, without limitation, the Real Estate

Act (Alberta) as amended from time to time and any successor legislation, and warrants to the City

that:

(a)

as of the date of the execution of this Agreement by the Brokerage, the Brokerage is

party to a written service agreement with the Buyer; and

(b)

as of the date of the payment of the Commission, the Brokerage is duly licenced in

accordance with all applicable laws.

Agreement Made Between: Page 2