Ex i Commission Agreement.pdf

2000 Crow Canyon Place, Suite 130, San Ramon, CA 94583 ~ www.crcre.com Phone: (925) 866-1300 ~ Fax (925) 866-1306 CalBRE#01280981

3/4/2021

To Whom it May Concern, RE: Request for Lease Proposal No. 9WA2431

General Services Administration

Dear TBD, This letter, when signed by authorized representatives of both _______________ (“Lessor”) and Carpenter/Robbins

Commercial Real Estate 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 the building located at

_________________________ (“Property”) pursuant to the above-referenced Request for Lease Proposal (“RLP”).

In the event that a lease agreement (“Lease”) is awarded to Lessor by Tenant for space in the above referenced

Property, 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 X percent (X%) 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 is payable, without further condition or contingency. Said amounts shall be payable directly to Scott

Matetich, LaBonde Land Inc, 5700 6th Avenue South, Suite 104, Seattle, WA, 98108 within 15 days of the actual occurrence of the event noted above. Said commission payment due date is not subject to, or related to, in any way, the approval or receipt of financing or any other third-party matters related to this transaction. Furthermore, the

Lessor’s responsibility to pay the commissions is independent of any other Lessor financial responsibilities of this lease and shall not be used to negotiate or offset any credit owed Tenant by the Lessor.

In the event Lessor fails to make payments within the time limits set forth herein, then from the date due until paid the delinquent amount shall bear twelve percent (12%) interest. The entire commission payment due, including accrued interest, shall be paid no later than ninety (90) days from the date of the initial invoice.

The Aggregate Lease Value is defined as the full-service rental to be paid by Tenant on the Leased premises for the initial firm term of the Lease. Firm Term and application of broker commission are defined in Section 2.01 of the

Lease (GSA Form L100A) and Paragraph 1.07 of the RLP, respectively. 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, Building

Specific Amortized Capital (BSAC); and

(ii) any fixed annual or other periodic rental bumps and/or fixed annual or other periodic rent escalations occurring during the initial firm term of the Lease.

The Aggregate Lease Value shall not include:

(i) any rental abatement provided to Tenant pursuant to the Lease other than the Commission Credit (as defined below);

(ii) any annual rental escalations covering operating expenses 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.

Lessor and Broker expressly recognize and agree that a portion of the Commission shall be applied to the shell rent as the Commission Credit. The Lessor agrees to pay the Commission less the Commission Credit to the Broker in accordance with the “Broker Commission and Commission Credit” in the RLP. 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 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 is furnished.

Each party shall be responsible to the other party only for the reasonably foreseeable direct damages caused by its breach of this Agreement and in no event, will either party be liable to the other for any loss of or damage to revenues, profits or goodwill or other special, incidental, indirect or consequential damage of any kind resulting from its performance or failure to perform pursuant to the terms of this Agreement. In no event shall Broker’s liability for damages in connection with a claim made hereunder, including any indemnification obligation arising hereunder, exceed the amount of any commission actually received by Broker under this Agreement.

This Agreement contains the entire agreement between the parties with respect to the subject matters described herein and supersedes all prior agreements, negotiations and understandings between the parties 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, By:

Scott Matetich, Broker

LaBonde, Land, Inc

By:

John Robbins, Principal

CARPENTER/ROBBINS COMMERCIAL REAL ESTATE INC.

GSA AUTHORIZED REPRESENTATIVE

AGREED AND ACCEPTED:

Owner:

By: Date:

Name:

Title:

Address: