Common use of Manager Personnel Clause in Contracts

Manager Personnel. (a) In the performance of Property Manager’s duties hereunder, Property Manager may engage or utilize certain entities or persons (including, without limitation, DDR Corp., an Ohio corporation (“DDR”), and its Affiliates and employees thereof) to perform various tasks for the Properties at the expense of Property Manager; provided, that such services which are performed by persons engaged, utilized or retained to perform services at the Properties, including, but not limited to, those persons or positions identified on Exhibit C attached hereto (“Manager Personnel”) shall be at Owners’ expense; provided, further, that such expenses shall be in accordance with each Approved Budget. Property Manager shall identify in the same manner those additional persons or categories of individuals whose salaries, from time to time in accordance with the Approved Budget or otherwise with the prior written consent of Owners, may be charged to each Property for direct services rendered to each Property based on the actual amount of time worked by such persons or categories of individuals for such Property. The persons and/or categories of individuals whose salaries are eligible to be charged are identified on Exhibit C. Exhibit C may be amended or supplemented from time to time with the prior written consent of Owners. If any such person does not provide services exclusively for the Property, then an equitable portion of the wages, bonuses, benefits, taxes and travel expenses (if any) of such person(s) and office overhead or Property Manager’s satellite offices based on the actual amount of time worked by such persons for the Property and, in the case of office overhead, based on the number of properties operated out of such office, shall be at Owners’ expense. Property Manager agrees that such allocation and any allocation of third-party expenses will be done utilizing the same hourly time-based methodology as used in other community centers managed by Property Manager and on a consistent and fair basis. (b) Property Manager shall maintain an organization and systems as Property Manager reasonably deems necessary for the performance of Property Manager’s duties hereunder. (c) To the extent provided for in each Approved Budget, all salaries (including severance pay, if any), wages, bonus and other compensation of the Manager Personnel, including, without limitation, fringe benefits, medical and health insurance, pension plans, social security, taxes, workers’ compensation, travel expenses (if any) for Manager and office overhead as described in Section 2.1(a) shall be deemed an operating expense of the Properties, and subject to reimbursement by Owners pursuant to Article Three hereof. Except as provided in each Approved Budget, it is not the intent of this Section 2.1 that Property Manager’s in-house corporate, home office and other expenses incurred in connection therewith be considered or treated as operating expenses of the Properties or an Owner, such expenses shall not be included in any Approved Budget, and no Owner shall be liable for any such expenses. (d) Property Manager agrees that Property Manager shall not discriminate against any employee, or applicant for employment at the Properties, because of race, color, religion, national origin, ancestry, age or sex and further agrees to comply with all applicable employment, sexual harassment and discrimination laws. (e) Subject to the supervision and direction of the Owner, Property Manager shall have the right, at its option (i) to engage third-party legal counsel and/or (ii) to utilize in-house attorneys or paralegals (collectively, “In-House Counsel”), in each case in connection with all matters related to the management of the Properties, including, but not limited to, the collection of monies, compliance with legal requirements, the negotiation and prosecution of claims for the reduction of taxes, litigation matters, insurance issues, financings, tenant notifications, maintenance of the corporate record books, furnishing of certified rent rolls and other data, the negotiation and enforcement of leases, the transfer of all or any portion of the Properties and the preparation and obtaining of estoppel certificates, subordination, nondisturbance and attornment agreements. If Property Manager elects to use In-House Counsel in connection with any matter related to the management of the Properties, Property Manager shall receive a fee from Owners, as the sole and exclusive compensation payable by Owners for such legal services performed by In-House Counsel, at market rates for legal services performed by in-house attorneys and paralegals, as agreed upon by Property Manager and Owners.