Description of Property: CROWN WEST REALTY, L.L.C. "CWR" is pleased to offer for lease or sale various properties under its ownership or management "CWR Property," including but not limited to, the Spokane Business and Industrial Park, Crown Centre at The Park, and North Park, located in Spokane County.
OPEN Listing: CWR wishes to work with all licensed real estate brokers in marketing its property. Subject to the terms and conditions of this Policy, CWR will pay a commission to any broker whose services directly result in a lease or sale of CWR Property.
All CWR Property is subject to prior lease or sale by CWR and CWR reserves the right to withdraw any CWR Property from the market. CWR reserves the right to solicit and negotiate directly with unregistered Prospective Tenants and Purchasers. CWR may refuse to lease or sell to any Prospective Tenant or Purchaser for any lawful reason which it deems sufficient.
Registration of Prospective Tenants OR PURCHASERs: In order to be eligible to receive a commission for any lease or sale, a broker must have completed and delivered to CWR the attached Registration Form with respect to such Prospective Tenant or Purchaser. Each Registration Form must be signed by the Prospective Tenant or Purchaser and the broker. The written acceptance of a Registration Form by CWR shall constitute an open listing between CWR and the broker for the lease or purchase of the property mentioned in the Registration Form to the Prospective Tenant or Purchaser named in the Registration for a period of ninety (90) days from the date of CWR's signature on the Registration Form. A Registration may be extended for additional periods of ninety (90) days by the broker's submission and CWR's acceptance of a new Registration Form.
If CWR receives a request from a second, i.e. competing, broker to register the same Prospective Tenant or Purchaser with respect to the same property during the registration period of the original broker, CWR will reject such Registration unless the Prospective Tenant or Purchaser has executed the competing broker's Registration and has notified CWR, in writing, that it has terminated its relationship with the previously registered broker.
If a lease or purchase and sale agreement ("PSA") has not been executed by a registered Prospective Tenant or Purchaser prior to the expiration of the registration period or prior to the termination of a broker's representation of the Prospective Tenant or Purchaser, CWR shall have no further obligation to that broker with respect to any lease or PSA to said Prospective Tenant or Purchaser. Upon such expiration or termination, CWR or a competing broker may negotiate with the Prospective Tenant or Purchaser named in the expired or terminated Registration to procure an acceptable lease or PSA
CONDITIONS TO PAYMENT OF A COMMISSION: A Broker shall be entitled to receive, and CWR shall be obligated to pay, a commission only when all of the conditions of this Commission Policy have been satisfied:
- The Tenant or Purchaser and CWR have each executed and delivered a binding and enforceable lease agreement (the "Lease") or PSA for CWR Property;
- The Tenant has approved of any plans and specifications for any building or the leasehold improvements, and if applicable, the amount of rent to be paid by the Tenant have been determined and agreed upon, and all conditions precedent to the Tenant's obligation to pay for any new construction have been satisfied;
- All conditions precedent to the obligations of both parties under the Lease or PSA have been satisfied (including, without limitation, the issuance and delivery of all required consents, notices, opinions, deposits, prepaid rent, permits, corporate resolutions, guarantees and subordination, non-disturbance, lease commencement date and attornment agreements); and
- The Tenant has taken occupancy of the property and paid their first month's rent (in addition to any deposit required), if not previously paid, or if a sale, the transaction has been closed.
AMOUNT OF LEASE COMMISSION: The amount of the commission payable upon satisfaction of the above conditions related to a Lease shall be six percent (6%) of rents payable for the first sixty (60) months of the initial lease term, and three percent (3%) of the rents payable for that portion of the original lease term from the sixty-first (61st) month through the one hundred twentieth (120th) month. No commission shall be payable for any portion of the lease term beyond one hundred twenty (120) months. The foregoing commission schedule does not apply to new build-to-suit projects as to which commissions are negotiable. When all conditions to payment of a commission have been completed, and provided that the Tenant is not then in default of any of its lease terms and conditions, CWR shall pay broker the entire earned commission (reduced by any commission payable to broker by tenant).
If the lease includes an option or options to renew and a renewal option is exercised, then, on the commencement of the exercised option term, the payment of the first month's rent for such option term and submission by broker of a bill to CWR for commission due on option period within 90 days of commencement of option term, CWR will pay a commission based on the following schedule:
- Four percent (4%) of the rents payable for the portion of such option term up to sixty (60) months from the initial commencement date of the lease (the original lease start date).
- Two percent (2%) of the rents payable for the portion of such option term beginning with the sixty first (61st) month to the one hundred twentieth (120th) month from the initial commencement date of the lease (the original lease start date).
In no event shall commissions be paid for any rent payable for the original term and exercised option terms(s) exceeding one hundred twenty (120) months from the initial commencement date of the Lease (the original lease start date). Nor shall a commission be paid on the following:
- Any rent payable during any renewal option or any other extension of the original term beyond ten years.
- Any rent payable as a result of Tenant's subsequent expansion unless such expansion is mandatory and not at Tenant's option;
- Any payment made by Tenant to reimburse CWR for operating expenses, taxes, insurance or similar items, regardless of whether they are site-specific or pro rata with other tenants;
- Any payment made by Tenant to CWR or a third party toward the cost of construction or renovation of the premises including reimbursement to CWR over an extended term;
- Any conditional rent escalation, (i.e. the amount not fixed in the lease) regardless of whether based on any type of index or Tenant's revenues, production, etc.;
- Any concession or inducement made at CWR's expense in connection with the Lease, including, without limitation, any rent concessions or abatements; or
Any rent due a third party which CWR agrees to pay or allow the Tenant to offset, resulting from a lease or occupancy agreement the Tenant has with another landlord, sometimes referred to as a "takeover agreement" or "lease buy out;" any Tenant moving expenses paid by CWR and any unreimbursed expenses for tenant improvement shall be deducted from the rent on which the Commission is based.
AMOUNT OF SALES COMMISSION: The amount of the commission payable upon the closing of a PSA and the satisfaction of the above conditions relating to a sale shall be six percent (6%) of the gross purchase price (if vacant land); or, if the property is improved, the amount of the commission shall be in accordance with the following chart:
|Consideration Range||Incremental %||Hypothetical||Commission|
|Up to $1,000,000||6.0%||$600,000||$36,000|
|$1,000,001 to $3,000,000||4.00%||$2,000,000||$100,000|
|$3,000,001 to $5,000,000||3.00%||$4,000,000||$170,000|
|$5,000,001 to $8,000,000||1.25%||$7,500,000||$218,750|
|$8,000,001 to $10,000,000||0.50%||$9,000,000||$242,500|
|$10,000,001 to or Greater||Negotiable|
The gross purchase price shall not include future improvements to be made to the building or land at the expense of either CWR or the Purchaser. Commissions payable on a sale in conjunction with a build-to-suit transaction are negotiable.
BROKER'S AUTHORITY: Upon full execution of a Registration Form by the Broker, the Prospective Tenant or Purchaser and by CWR, broker is authorized to show and/or present the described CWR Property, including improvements thereto, to the Prospective Tenant or Purchaser and may discuss rental rates, terms, price or other conditions they believe would be appropriate; however, broker shall have no any authority to bind CWR to any specific price, rental rates, terms or other lease conditions.
RESOLUTION OF DISPUTES: In the event competing claims are made against CWR for all or any portion of a commission in connection with any lease or sale, CWR may either: (a) defer payment until the competing claims have been resolved, (b) pay the amount of any commission due into court pending final resolution of the competing claims, (c) decline to pay if all conditions have not been satisfied, or (d) arbitrate under the commercial arbitration rules of the American Arbitration Association. In no event shall CWR be obligated to pay more than one commission for any Lease or sale.