Exhibit K - Commission Agreement.pdf

900 Wilshire Blvd Suite 2400 Los Angeles, CA 90017 Tel +1 213 955 5100 cushmanwakefield.com

July 30, 2024

Craig Metz Imperial Group 12675 Danielson Court, Suite 414 Poway, CA 92064

Re: Request for Lease Proposal No. 2CA1503(“RLP”) General Services Administration

Dear Craig:

This letter, when signed by authorized representatives of both Imperial Group (Lessor) and Cushman & Wakefield U.S., 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 2406 Marshall Avenue, Imperial, CA (“Property”) pursuant to the above-referenced RLP.

In the event that a lease agreement (“Lease”) is awarded to Lessor by Tenant for space in the above referenced Property, the commission shall be an agreed upon rate that is in accordance with local business practices. Lessor and Broker have agreed upon a Commission to be equal to 4% of the Aggregate Lease Value during the first five years of the Lease Term, 2% of the Aggregate Lease Value during the sixth through the tenth years of the Lease Term, and 1% of the Aggregate Lease Value during the eleventh through the fifteenth years of the Lease Term.

The Commission shall be earned upon lease execution and is payable without further condition or contingency as follows:

a. One-half (1/2) of the commission owed Broker when the Lease is awarded and

b. The remaining amount 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 on the Leased premises for the initial firm term of the Lease. Term and application of broker commission credit (Commission Credit) are defined in RLP Paragraph 1.14 and Lease Paragraph 1.04. The Aggregate Lease Value shall include:

a. The initial full service rental to be paid by the Tenant on all space leased by the Tenant, including base rent, base operating costs, base real estate taxes, and amortization of any tenant improvement allowance, Building Specific Amortized Capital (BSAC) charges, routine disinfecting costs, and

b. Any fixed annual or other periodic rental bumps and/or fixed annual or other periodic rent escalations occurring during the initial non-cancelable term of the Lease.

The Aggregate Lease Value shall not include:

a. Any rental abatement provided to Tenant pursuant to the Lease other than the Commission Credit (as defined below), Los Angeles, CA 90017

b. Any annual rental escalations covering operating expenses and/or real estate tax increases during the lease term.

c. Any additional amounts paid by Tenant for services over and above those furnished by Lessor as a part of the Lease, and

d. Commissions will not be negotiated or collected on option periods or for lease terms beyond the firm term 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 will be reflected in the second one-half (1/2) payment.

Lessor and Broker expressly recognize and agree that a portion of the Commission (the “Commission Credit”), to be specified 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 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 Tenant’s Lease of the Lease Premises in the Property, 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 fees 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.

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 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.

Each party represents and warrants to the other that it, and all persons and entities owning (directly or indirectly) an ownership interest in it: (a) are not, and will not become, a person or entity with whom a party is prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order or other governmental action; and (b) are

Los Angeles, CA 90017 not knowingly engaged in, and will not knowingly engage in, any dealings or transactions or be otherwise associated with such persons or entities described in clause (a) above.

Each party represents and warrants to the other that it (and any party acting on its behalf) has not, in order to enter into this Agreement, offered, promised, authorized or made any payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, kickbacks or other unlawful or improper means of doing business (“Prohibited Activity”) and will not engage in Prohibited Activity during the term of this Agreement. In the event of any violation of this section, the non-offending party shall be entitled to immediately terminate this Agreement and take such other actions as are permitted or required to be taken under law or in equity.

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 the letter to the undersigned.

Sincerely, John Winnek GSA Authorized Representative Cushman & Wakefield U.S., Inc.

AGREED AND ACCEPTED:

Lessor: Imperial Group

By: Date:

Name:

Title:

Cushman & Wakefield U.S., Inc. Broker of Record for the State of California:

By: Date:

Name:

Title: