Attachment H Exhibit 8 - Broker Commission Agreement - Template.docx

Exhibit 8

BROKER COMMISSION AGREEMENT

FOR USE WITH VA BROKER LEASE ACQUISITION TASK ORDERS

THIS AGREEMENT IS INTENDED TO DOCUMENT THE PRIVATE COMMISSION ARRANGEMENT BETWEEN THE LESSOR AND VA’S DESIGNATED CONTRACT BROKER. IT IS NOT SIGNED BY VA, DOES NOT MAKE VA A PARTY TO THE AGREEMENT, AND DOES NOT AUTHORIZE THE BROKER TO BIND VA. USE ONLY WITH THE APPLICABLE VA REQUEST FOR LEASE PROPOSALS (RLP), BROKER TASK ORDER, AND APPROVED LEASE EXHIBIT. REMOVE INSTRUCTIONAL TEXT BEFORE ISSUANCE.

Month XX, XXXX

Name Address City, ST Zip

Dear Name:

This Broker Commission Agreement (Agreement), when executed by the authorized representatives of both [Lessor legal name] (Lessor) and [Broker legal name] (Broker), establishes the terms governing the commission payable by Lessor to Broker in connection the above referenced Request for Lease Proposal (RLP) and any resulting lease awarded by the Department of Veterans Affairs (VA).

Parties and Broker Role

The Broker is VA’s designated contract real estate broker for the lease acquisition support services identified in the applicable Broker Task Order. This Agreement is solely between the Lessor and Broker. VA is not a party to this Agreement and assumes no responsibility, liability, obligation, or payment duty under it, except to the extent expressly stated in the applicable RLP or executed lease.

Nothing in this Agreement authorizes the Broker to bind VA, commit VA funds, approve lease terms, make a Government determination, issue contractual direction, or act as VA’s agent for purposes beyond the Contractor support role stated in the applicable Broker Task Order and Performance Work Statement.

Commission

If VA awards a lease to Lessor under this RLP, Lessor shall pay the Broker a lease acquisition fee (Commission) for services provided in connection with the lease transaction. The Commission shall equal [spell out percentage] percent ([X.XX]%) of the Aggregate Lease Value, as defined below.

The Commission rate and calculation base shall not exceed any applicable limitation in the Broker Task Order, RLP, or executed lease. This Agreement does not modify those documents or authorize a different compensation method.

The calculation shall be based on the final executed lease documents and shall include or exclude rental components only as provided in that controlling definition, the RLP, and the executed lease. The Commission must be earned upon lease execution and is payable without further condition or contingency as follows:

1. Seventy-five percent (75%) of the total Commission within 30 calendar days after lease execution by Lessor and VA; and

2. Twenty-five percent (25%) of the total Commission within 30 calendar days after VA space acceptance or rent commencement, whichever occurs first.

Definitions

Aggregate Lease Value: The total lease contract value for the lease term to include the total base rent payable during the firm lease term, including fixed rental adjustments; the annual operating expense amount in effect at lease commencement, multiplied by the number of years in the firm lease term; the annual real estate tax amount in effect at lease commencement, multiplied by the number of years in the firm lease term, if applicable; and the amortized tenant-improvement costs payable during the firm lease term, if applicable.

Aggregate Lease Value does not include:

· Rent abatements, free rent, credits, or other reductions to rent;

· Future operating-expense or real estate tax escalations, adjustments, or reconciliations above the lease-commencement/base-year amount;

· Additional services, alterations, or other work separately ordered and paid by VA outside the lease rent;

· Lump-sum payments for tenant improvements; or

· Commissions will not be collected on option periods or for lease terms beyond the firm lease term.

Approval: The TO COR acting within delegated authority has reviewed submittals, deliverables, and/or administrative documents, and has determined the services or submissions conform to the Contract requirements and has communicated said approval of any of these items in writing to the Contractor (e.g., approval of various deliverables throughout the course of a TO or this Contract).

Commission: The percentage of the Aggregate Lease Value that the Contractor will receive as compensation for lease acquisition services. The Contractor's commission is paid by the successful lessor and is not paid by VA. For each lease acquisition supported under this Contract, the Contractor shall ensure that the commission amount and the basis on which it is calculated (percentage of Aggregate Lease Value, dollar‑per‑square‑foot, or other accepted market convention) are documented in the lease file and related pricing documentation.

Commission Agreement (“Broker Commission Agreement”): The written agreement executed by the Contractor and Lessor outlining the agreed upon commission and terms.

Other Brokers and Commission Claims

The Lessor and Broker each represent and warrant to the other that, in connection with VA’s Lease, it has not employed or dealt with any broker, agent or finder other than Broker. The Lessor and Broker must each indemnify and hold the other harmless from and against any claims for brokerage fees or other commissions asserted by any broker, agent or finder employed by Lessor or Broker, respectively, or with whom the Lessor or Broker, respectively, has dealt.

Confidentiality, Required Disclosures and Liability

The Lessor and Broker agree not to disclose confidential financial information on commission 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.

Each party must 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 must the 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 the Broker under this Agreement.

Entire Agreement, Amendments and Successors

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 must 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 must be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Authorities and Disputes

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 the Lessor and Broker relating to this Agreement or either party’s performance hereunder, the prevailing party must be entitled to reasonable attorneys’ fees and costs.

Signatures

The parties accept and agree to the terms of this Agreement by signing below.

BROKER

Legal Name: [Insert]

State/Jurisdiction: [Insert]

Broker License or Lawful Authority Number: [Insert]

Broker License or Lawful Authority Expiration Date: [Insert]

Authorized Representative: [Insert]

Title: [Insert]

Signature: Date:

LESSOR

Legal Name:

Authorized Representative:

Title:

Signature: Date: