Services and Utilities (a) Landlord shall provide the following services and utilities during normal business hours on all days except Saturdays, Sundays, and federal and state holidays, or unless otherwise stated below. Cost of such services shall be included as an Operating Cost.
(i) when necessary during normal business hours, central heating and air conditioning in the Premises and the Common Areas at temperature levels customary for comparable office buildings in the immediate vicinity (Landlord and Tenant agree that Tenant shall have the right to operate the HVAC system serving the Premises on an after-hours basis and shall pay for such expense in accordance with Section 8(b));
(ii) janitorial services five business days per week; and
(iii) three passenger elevators, to be used in common with other tenants, except for the occasion of a temporary repair or replacement of the elevators. “Normal business hours” for purposes of clause (a) above shall be deemed to mean the periods from 8:00 a.m. until 6:00 p.m. on business days (Monday through Friday) and from 8:00 a.m. until 1:00 p.m. on Saturdays. Tenant shall nonetheless have access to the Premises and elevators seven (7) days a week, twenty-four (24) hours a day, subject to and in accordance with any security procedures that Landlord may have in place.
(b) Tenant shall pay Tenant’s pro rata share of Tenant Electric. In addition, Tenant shall pay for all costs of after-hours HVAC service used by Tenant at an hourly rate mutually agreed upon by Landlord and Tenant. Electric current supplied to or used in the Premises shall be set at the rate prevailing for Tenant’s class of use as established by the company or companies chosen by Landlord or its designee to provide electricity to the Premises. Upon reasonable prior notice, Landlord or its designated electric service provider may have access to the Premises to install equipment necessary to deliver electric service to the Premises or the Building provided that Landlord or the utility company shall restore the Premises to its condition prior to the commencement of such work. Landlord reserves the right to switch electricity providers, if legally permissible, at any time. Landlord shall not be liable to Tenant for damages arising as a result of service interruptions caused by any electric service provider. Electric current supplied to or used in the Premise shall be measured by a submeter.
(c) Any failure by the Landlord to furnish any of the foregoing services or utilities, resulting from circumstances beyond the Landlord’s reasonable control or from interruption of such services due to repairs or maintenance, shall not render the Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of the Tenant, nor cause an abatement of rent hereunder, nor relieve the Tenant from any of its obligations hereunder, unless caused by Landlord or its agents, employees and/or contractors. If any public utility or governmental body shall require the Landlord or the Tenant to restrict the consumption of any utility or reduce any service for the Premises or the Building, the Landlord and the Tenant shall comply with such requirements, whether or not the services and utilities referred to in this section 8 are thereby reduced or otherwise affected, without any liability on the part of the Landlord to the Tenant or any other person or any reduction or adjustment in rent payable hereunder. The Landlord and its agents shall be permitted reasonable access to the Premises for the purpose of installing and servicing systems within the Premises deemed necessary by the Landlord to provide the services and utilities referred to in this Section 8 to the Tenant and other tenants in the Building.
(d) Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises beyond normal office uses. If Tenant desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities existing, such installation shall be subject to Landlord’s prior written approval of Tenant’s plans and specifications therefor. If such installation is approved by Landlord and if Landlord provides such additional facilities to accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand, the cost for providing such additional utility facilities or utility facilities of greater capacity. Landlord shall not be responsible for providing any meters or other devices for the measurement of utilities supplied to the Premises. In addition, if Tenant requires lighting other than the standard lighting provided by Landlord for the Building, Tenant shall be required to pay Landlord on demand for the additional costs of such lighting, including light bulb replacement.
(e) Landlord shall cause to be operated a trash removal service for the Project, the costs and expenses of which shall be a part of Operating Costs. In the event that Tenant’s use of the Premises requires trash removal services in excess of that required for standard office tenants, Tenant shall pay to Landlord, as additional rent all costs and expenses in excess of the trash removal costs which are attributable to such excess usage.
(f) In the event Tenant wishes, at any time, to utilize the services of a telecommunications provider who is not then authorized by the Landlord to provide telecommunications services to tenants in the Building, such provider shall be permitted to install its lines or other equipment within the Building after it secures the prior written approval of the Landlord. Landlord hereby authorizes Verizon, Worldcom, and Telephonet to provide telecommunication services to the Building. Tenant shall use its best efforts to get such vendors to execute license and access agreements reasonably acceptable to Landlord provided that such agreements do not materially alter the telecommunication service to Tenant or increase the costs to Tenant of such telecommunication services. Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no expense whatsoever with respect to any aspect of the provider’s provision of its services, including, without limitation, the costs of installation, materials and services; (ii) the provider shall agree to use the Building’s central communications distribution system (“CDS”) to deliver telecommunications services to Tenant (unless the CDS is not physically capable of delivering such services); (iii) prior to commencement of any work in or about the Building by the provider, the provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the provider; (iv) the provider agrees in writing to abide by such rules and regulations, Building and other codes, job site rules and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building, and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in this Lease; (v) Landlord reasonably determines that there is sufficient space in the Building for the placement of all of the provider’s equipment and materials; (vi) Landlord receives from the provider such compensation as is reasonably determined by Landlord to compensate it for the fair market value of a provider’s occupancy of the Building, and the costs which may reasonably be expected to be incurred by Landlord in conjunction with the provider’s occupancy of and activities within the Building; and (vii) all of the foregoing matters are documented in a written agreement between Landlord and the provider, the form and content of which is reasonably satisfactory to Landlord. Except as otherwise authorized in writing by Landlord, all communications services provided to Tenant shall be delivered via the Building’s CDS. Landlord may charge Tenant’s service providers fees for use of the CDS (“CDS Fees”), which includes monthly recurring fees (“Recurring CDS Fees”) for use of each circuit of the CDS used in the delivery of communications services to Tenant, and non-recurring fees (“Non-Recurring CDS Fees”) relating to activities such as moves, adds and changes of circuits which Landlord or Landlord’s agents are making. In the event that a service provider refuses for any reason to pay the CDS Fees directly to Landlord, or if Tenant is directly using the CDS to connect to a provider or otherwise, Tenant shall be responsible to pay Landlord Non-Recurring CDS Fees, but in no event shall Tenant be responsible to pay to Landlord Recurring CDS Fees, Landlord shall repair or replace the CDS as necessary to eliminate any interruption or other adverse effects to Tenant caused by malfunction, damage or destruction of the CDS, the cost of which shall be borne by Tenant if the problem was caused directly or indirectly by the act or omission of Tenant, its agents, representatives, employees or invitees. In no event shall Landlord or its agents be liable for any direct or indirect claims or damages of any kind arising out of any interruption or failure of communications or related services (including without limitation, local or long distance phone service, internet, cable TV, CDS, and data services) received by Tenant, it being understood that Tenant shall look solely to its communications services providers for recovery of any such claims or damages. To the extent that Landlord or its agents provides any communications services directly to Tenant, Tenant’s sole remedy in the event that such services provided by Landlord or its agents are interrupted or otherwise fail shall be an equitable abatement of the fees paid by Tenant to Landlord or its agents for such services, pro-rated from the date of the interruption or failure of service until the date upon which service is restored. Landlord shall have the right to designate a third party as its agent to manage and/or own the telecommunications infrastructure in the Building, whose responsibilities include without limitation management of circuit activity on the CDS (“Manager”). Manager or Landlord may provide to Tenant operating procedures for the CDS, including the phone number(s) for the, person or persons responsible for the operation and maintenance of the CDS, and Tenant agrees to comply with any such procedures. Notwithstanding the foregoing, Landlord may, in its sole discretion and upon notice to Tenant, also designate other entities as Manager of the CDS.
Other Services At the request of the Fund, the Adviser in its discretion may make available to the Fund office facilities, equipment, personnel and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Fund at the Adviser's cost.
No Other Services The execution of this Agreement does not constitute a request for, nor agreement to provide Energy, any Ancillary Services or Installed Capacity under the NYISO Market Administration and Control Area Services Tariff (“Services Tariff”). If Developer wishes to supply Energy, Installed Capacity or Ancillary Services, then Developer will make application to do so in accordance with the NYISO Services Tariff.
Services for Others Nothing in this Agreement shall prevent Countrywide or any affiliated person (as defined in the 0000 Xxx) of Countrywide from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Countrywide expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
Network Elements and Other Services Manual Additive 2.13.5.1 The Commissions in some states have ordered per-element manual additive non- recurring charges (NRC) for Network Elements and Other Services ordered by means other than one of the interactive interfaces. These ordered Network Elements and Other Services manual additive NRCs will apply in these states, rather than the charge per LSR. The per-element charges are listed on the Rate Tables in Exhibit C.
Accounting and Other Administrative Services (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement;
(c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly;
(d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;
(e) Provide financial and operational planning services;
(f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency;
(g) Maintain and preserve all appropriate books and records of the Company;
(h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;
(i) Provide the Company with all necessary cash management services;
(j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders;
(k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations;
(l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002;
(m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;
(n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002;
(o) Notify the Board of all proposed material transactions before they are completed; and
(p) Do all things necessary to assure its ability to render the services described in this Agreement.
Manager’s Use of the Services of Others The Manager may (at its cost except as contemplated by Paragraph 4 of this Agreement) employ, retain or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Manager or the Corporation or Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities or such other information, advice or assistance as the Manager may deem necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise helpful to the Corporation or Fund, as appropriate, or in the discharge of Manager's overall responsibilities with respect to the other accounts which it serves as investment manager.
Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
Other Customary Services Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, shareholder servicing agent in connection with dividend reinvestment, accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; arranging for mailing of Shareholder reports and prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; preparing and mailing activity statements for Shareholders; and providing Shareholder account information;
Services and Duties of the Distributor A. The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below. In no event shall the Distributor be entitled to all or any portion of such sales charge.
B. During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
E. The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to the Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
F. The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
H. The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
I. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
J. The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, the NASD or any state regulatory authority.
K. The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable NASD rules.
