Amendment 2 to Broker Agreement - Town Hall Square.DOCX

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“Notwithstanding the foregoing, in the event that the sale of the Town Hall Square Properties to Purchaser closes escrow on or before December 31, 2022, one-half of the commission due to Consultant pursuant to this Agreement (based on the purchase price for such closing) shall be paid from the purchase price proceeds through the escrow. The remaining portion of the commission due to Consultant pursuant to this Agreement shall be paid to Consultant as follows: (a) If the Put Option expires or terminates, and the Town Hall Square Properties have not been repurchased by City, the remaining one-half of the commission due to Consultant pursuant to this Agreement shall be payable to Consultant not later than the time that the sales price proceeds are withdrawn from the escrow and distributed to the City (or such earlier time as the City is eligible to do so). (b) If the City reacquires the Town Hall Square Properties pursuant to the Put Option, the Agreement shall remain in effect with respect to the City’s resale of the property, and Consultant shall continue to perform the services set forth in this Agreement, subject to compliance with the requirements of the Surplus Land Act (Government Code Section 54220, et seq.), and the remaining portion of the commission due to Consultant pursuant to this Agreement (based upon the purchase price for the City’s resale of the Property to another purchaser) shall be payable upon the close of escrow for the City’s resale of the Town Hall Square Properties. In the event that the sale of the Town Hall Square Properties does not close escrow on or before December 31, 2022, this Agreement shall remain in effect with respect to the Town Hall Square Properties, Consultant shall continue to perform the services set forth in this Agreement, subject to compliance with the requirements of the Surplus Land Act, and Consultant shall be entitled to the commission in such amounts and times as are set forth in this Agreement.” 2. Other. Except as provided above, all other terms of the Agreement shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. In case of any inconsistency between this Amendment and any other provisions of the Agreement, the provisions of this Amendment shall control. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. DocuSign Envelope ID: 62C9D76B-EAB6-4159-8233-66570678C6ED