12. 4NJ0176 - Exhibit K - Commission Agreement.pdf

RSL-2006-04

Approved Commission Agreement

Name Company Address Line 1 City, State Zip Phone Number Email Address

Re: Solicitation for Offers (“RLP”) No. 4NJ0176 General Services Administration

This letter, when signed by authorized representatives of both (“Lessor”) and Jones Lang LaSalle Americas, Inc. (“Broker”), will represent the Commission Agreement (“Agreement”) between Lessor and Broker with respect to Broker’s representation of the United States of America, acting by and through the General Services Administration (“Tenant”), concerning Tenant’s lease of office space in (“Building”) pursuant to the above-referenced RLP.

In the event that a lease agreement (“Lease”) is awarded to Lessor by Tenant for space in the Building, Lessor agrees to pay Broker a commission (“Commission”) to be calculated and paid in accordance with the terms of this Agreement. The Commission shall be equal to 5 (%) of the “Aggregate Lease Value” (as defined below) for the initial firm term of this Lease. The Commission shall be earned upon lease award as defined in the RLP and shall be paid, without further condition or contingency, (i) one-half (1/2) when the Lease is awarded and (ii) one-half (1/2) upon the earlier of Tenant’s occupancy of the premises leased pursuant to the Lease or the commencement date of the Lease.

The Aggregate Lease Value is defined as the full service rental to be paid by Tenant for the initial firm term of the Lease. Firm Term and application of broker commissions are defined in Paragraph 1.14 of the RLP. The Aggregate Lease Value shall include:

(i) the initial full service rental to be paid by Tenant on all space leased by Tenant, including base rent, base operating costs, base real estate taxes, and amortization of any tenant improvement allowance , and

(ii) any fixed annual or other periodic rental bumps and/or fixed annual or other periodic rent escalations.

The Aggregate Lease Value shall not include:

(i) any rental abatement provided to Tenant pursuant to the Lease other than the Commission Credit,

(ii) any annual rental escalations covering operating expense and/or real estate tax increases during the lease term, and

(iii) any additional amounts paid by Tenant for services over and above those furnished by Lessor as a part of the Lease.

In the event the Aggregate Lease Value increases or decreases due to a change in the amount of Tenant Improvements to be amortized, the commission percentage shall remain unchanged, the commission amount in dollars adjusted up or down accordingly, and the adjustment be reflected in the second one – half (1/2) payment. In addition, provided

RSL-2006-04

Approved Commission Agreement that Broker is representing Tenant in the negotiations for expansion space (as confirmed by Tenant) Lessor agrees to pay Broker a Commission on any such expansion space leased by Tenant during the initial term of the Lease substantially in accordance with the terms of the Lease.

Lessor and Broker expressly recognize and agree that a portion of the Commission, to be determined at a later date, shall be applied to the benefit of Tenant in the Lease as a credit to shell rent as required in the RLP (the “Commission Credit”). The Aggregate Lease Value provided above shall be calculated before and without regard to the application of the Commission Credit.

Lessor and Broker each represents and warrants to the other that, in connection with this transaction, it has not employed or dealt with any broker, agent or finder other than Broker. Lessor and Broker shall each indemnify and hold the other and the Tenant harmless from and against any claims for brokerage or other commissions asserted by any broker, agent or finder employed by Lessor or Broker, respectively, or with whom Lessor or Broker, respectively, has dealt.

Lessor and Broker agree not to disclose confidential financial information on commission and/or credits, or any other information having an adverse effect on the agreement and will refrain from using the information for any other purpose than that for which it was furnished.

This Agreement contains the entire agreement between the parties with respect to the payment of a commission by the Lessor to the Broker and supersedes all prior agreements, negotiations and understandings between the Lessor and the Broker with respect to the subject matter hereof. Any representation, inducement or agreement not contained in this Agreement shall be of no force and effect. This Agreement may not be modified in any manner other than an instrument in writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Each signatory to this Agreement represents and warrants that it has full authority to sign this Agreement on behalf of the party for whom it signs and that this Agreement binds such party. If either party is required to institute legal action against the other in connection with any dispute between Lessor and Broker relating to this Agreement or either party’s performance hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

Please indicate your acceptance and approval of the above by having an authorized individual execute this Agreement on behalf of Lessor in the space provided below and return an executed original of this letter to the undersigned.

Sincerely, GSA Authorized Representative Jones Lang LaSalle Americas, Inc.

AGREED AND ACCEPTED:

By: ____________________________ Date: ___________________________

Name: _______________________

Title: ________________________