Common use of Contracts; Authority to Sign; Contractor Requirements Clause in Contracts

Contracts; Authority to Sign; Contractor Requirements. (i) Manager agrees to negotiate, enter into in its own name, or as the agent of Owner or the applicable Property Owner, and thereafter supervise the performance of all trade, service and supply contracts that are entered into in accordance with the Approved Annual Business Plan and Budget and are reasonably required in the reasonable and ordinary operation of each Property, including, without limitation, contracts for elevator maintenance, gas, electricity, water, and all other utilities and the maintenance thereof, telephone, cleaning, groundskeeping, snow removal, security, pest control and other services as set forth in the Approved Annual Business Plan and Budget (collectively, the “Contracts”); provided, however, that Manager shall not enter into or amend, supplement or modify any Material Service Contract without obtaining Owner’s prior written consent. Unless otherwise provided herein or approved by Owner in writing, Manager shall, at the expense of Owner, in accordance with the Approved Annual Business Plan and Budget, duly and punctually pay and perform on behalf of Owner all obligations under the Contracts and enforce and preserve the rights of the contracting party and the obligations of the other parties under such Contracts, but Manager shall have no obligation to expend its own funds therefor. Manager shall have the right to arrange for the purchase by Owner, at Owner’s expense, in an economical and efficient manner of all inventories, supplies and equipment which, in the ordinary course of business, are commercially reasonably necessary and appropriate to maintain and operate each Property in accordance with the Standards of Conduct and the Approved Annual Business Plan and Budget (subject to Permitted Variances). No Contracts shall exceed the costs set forth in the Approved Annual Business Plan and Budget (subject to Permitted Variances), unless otherwise approved by Owner in writing. Manager shall promptly deliver original counterparts of all Contracts to Owner at Owner’s request or, if not so requested, hold the same on Owner’s behalf. (ii) Unless otherwise provided herein or in the Approved Annual Business Plan and Budget, Manager shall only have the authority to enter into, modify, amend and terminate Contracts if such Contracts are not Material Service Contracts. If Owner fails to approve or reject any Material Service Contract within five (5) Business Days after receipt of such request from Manager, Owner shall be deemed to have approved such Material Service Contract. (iii) Manager shall use diligent good faith efforts to ensure that no third parties providing services to or performing work at or in connection with the Properties may do so without a written contract being in effect, including for change orders. (iv) Manager shall promptly notify Owner upon learning of any material default, or event of default or event which, with the giving of notice or the passage of time or both, would or could be reasonably likely to constitute a material default or a material event of default by any other party under any Contract. In the event of any material default or material event of default by any other party under any Contract, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, take such action as Owner shall direct with respect to such default or event of default. (v) Each of Manager and Owner shall promptly notify the other upon receiving any written notice of default by Manager, Owner or Property Owner, as the case may be, under any Contract (and shall furnish a copy of the notice received by it with its notice to the other Party) or upon obtaining actual knowledge of any default, or event of default under any Contract. In the event of any such notice, default or event of default, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, shall take such reasonable action with respect thereto as Owner shall direct.

Contracts; Authority to Sign; Contractor Requirements. (i) Manager agrees to negotiate, enter into in its own name, or as the agent of Owner or the applicable Property Owner, negotiate and thereafter supervise the performance of all trade, service and supply contracts that which shall be executed by Manager as agent for Owner which are entered into in accordance with the Approved Annual Business Plan and Budget and are reasonably required in the prudent conduct of the reasonable and ordinary operation of each Propertythe Project, including, without limitation, contracts for elevator maintenanceelectricity, gas, electricity, water, and all other utilities and the maintenance thereof, telephone, cleaning, groundskeeping, snow removal, security, pest control and other services as set forth in the Approved Annual Business Plan operating and Budget capital expense budget most recently submitted to and approved in writing by Owner (collectively, the “Contracts”); provided, however, that Manager shall not enter into or amend, supplement or modify any Material Service Contract without obtaining Owner’s prior written consent. Unless otherwise provided herein or approved by Owner in writing, Manager shall, at the expense of Owner, in accordance with the Approved Annual Business Plan and Budget, duly and punctually pay and perform on behalf of Owner all obligations under the Contracts and enforce and preserve the rights of the contracting party and the obligations of the other parties under such Contracts, but Manager shall have no obligation to expend its own funds therefor. Manager shall have the right to arrange for the purchase of by Owner, at Owner’s expense, in an economical and efficient manner of all inventories, supplies and equipment which, in the ordinary course of business, are commercially reasonably necessary and appropriate to maintain and operate each Property the Project in accordance with the Standards of Conduct and the Approved Annual Business Plan and Budget (subject to Permitted Variances). No Contracts shall exceed the costs set forth in the Approved Annual Business Plan and Budget (subject to Permitted Variances), unless otherwise approved by Owner in writinga first class manner. Manager shall promptly deliver original counterparts exercise reasonable efforts to qualify for early payment, cash and trade discounts, refunds, rebates, credits, and concessions, and Owner shall be credited with the full amount of all any such discount, commission, or compensation obtained or received by Manager, directly or indirectly, in connection with any such purchase. (ii) Manager shall have the full authority to enter into Contracts to as agent for Owner consistent with the Approved Budget (as defined herein); provided, however, Manager shall not enter into any Contract whatsoever unless the Contract shall: (A) require that the contractor provide evidence of insurance satisfying the requirements of Section 1.3(c)(iv) below; (B) prohibit the contractor’s use or disposal of hazardous or toxic substances at the Project without Owner’s request prior written consent; (C) provide for a with or without cause right to cancel the Contract which may be exercised by either Owner or Manager, without cost, payment or penalty, upon no more than thirty (30) days’ notice; (D) be assignable to a new owner of the Project without the contractor’s consent, or, if not so requestedassignable, hold the same on then be terminable immediately by Owner without cost, payment or penalty upon a sale or transfer of Owner’s behalf.interest in the Project; and (iiE) Unless otherwise provided herein be on an arm’s-length basis with a person or in the Approved Annual Business Plan and Budgetan entity that is not an Affiliate; provided, however, Manager shall only have the authority to enter into, modify, amend and terminate Contracts if such Contracts are not Material Service Contracts. If Owner fails to approve or reject any Material Service Contract within five (5) Business Days after receipt of such request from Manager, Owner shall be deemed to have approved such Material Service Contract. (iii) Manager shall use diligent good faith efforts to ensure that no third parties providing services to or performing work at or in connection into certain “Shared Services Agreements” with the Properties may do so without a written contract being in effectAffiliates listed on Exhibit 1.3(c)(ii)(E), including for change orders. (iv) Manager shall promptly notify Owner upon learning of any material default, or event of default or event which, with but only if the giving of notice or the passage of time or both, would or could be reasonably likely costs relating to constitute a material default or a material event of default by any other party under any Contract. In the event of any material default or material event of default by any other party under any Contract, Manager shall consult with Owner concerning the action such Shared Services Agreements that are to be taken with respect thereto and, at the expense of Owner, take such action as Owner shall direct with respect to such default or event of default. (v) Each of Manager and Owner shall promptly notify the other upon receiving any written notice of default paid by Manager, Owner or Property Owner, as the case may be, under any Contract (and shall furnish a copy of the notice received by it with its notice to the other Party) or upon obtaining actual knowledge of any default, or event of default under any Contract. In the event of any such notice, default or event of default, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, shall take such reasonable action with respect thereto as Owner shall directMS Inland Fund are set forth in an Approved Budget.

Contracts; Authority to Sign; Contractor Requirements. (i) Manager agrees to negotiate, enter into in its own name, or as the agent of Owner or the applicable Property Owner, and thereafter supervise the performance of all trade, service and supply contracts that are entered into in accordance with the Approved Annual Business Plan and Budget and are reasonably required in the reasonable and ordinary operation of each Property, including, without limitation, contracts for elevator maintenance, gas, electricity, water, and all other utilities and the maintenance thereof, telephone, cleaning, groundskeeping, snow removal, security, pest control and other services as set forth in the Approved Annual Business Plan and Budget (collectively, the “Contracts”); provided, however, that Manager shall not enter into or amend, supplement or modify any Material Service Contract without obtaining Owner’s prior written consent. Unless otherwise provided herein or approved by Owner in writing, Manager shall, at the expense of Owner, in accordance with the Approved Annual Business Plan and Budget, duly and punctually pay and perform on behalf of Owner all obligations under the Contracts and enforce and preserve the rights of the contracting party and the obligations of the other parties under such Contracts, but Manager shall have no obligation to expend its own funds therefor. Manager shall have the right to arrange for the purchase by Owner, at Owner’s expense, in an economical and efficient manner of all inventories, supplies and equipment which, in the ordinary course of business, are commercially reasonably necessary and appropriate to maintain and operate each Property in accordance with the Standards of Conduct and the Approved Annual Business Plan and Budget (subject to Permitted Variances). No Contracts shall exceed the costs set forth in the Approved Annual Business Plan and Budget (subject to Permitted Variances), unless otherwise approved by Owner in writing. Manager shall promptly deliver original counterparts of all Contracts to Owner at Owner’s request or, if not so requested, hold the same on Owner’s behalf. (ii) Unless otherwise provided herein or in the Approved Annual Business Plan and Budget, Manager shall only have the authority to enter into, modify, amend and terminate Contracts if such Contracts are not Material Service Contracts. If Owner fails to approve or reject any Material Service Contract within five (5) Business Days after receipt of such request from Manager, Owner shall be deemed to have approved such Material Service Contract. (iii) Manager shall use diligent good faith efforts to ensure that no third parties providing services to or performing work at or in connection with the Properties may do so without a written contract being in effect, including for change orders. (iv) Manager shall promptly notify Owner upon learning of any material default, or event of default or event which, with the giving of notice or the passage of time or both, would or could be reasonably likely to constitute a material default or a material event of default by any other party under any Contract. In the event of any material default or material event of default by any other party under any Contract, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, take such action as Owner shall direct with respect to such default or event of default. (v) Each of Manager and Owner shall promptly notify the other upon receiving any written notice of default by Manager, Owner or Property Owner, as the case may be, under any Contract (and shall furnish a copy of the notice received by it with its notice to the other Party) or upon obtaining actual knowledge of any default, or event of default under any Contract. In the event of any such notice, default or event of default, Manager shall consult with Owner concerning the action to be taken with respect thereto and, at the expense of Owner, shall take such reasonable action with respect thereto as Owner shall direct.,