Common use of Professionals and Contractors Clause in Contracts

Professionals and Contractors. To the extent Agent deems ----------------------------- necessary in connection with the Management Activities, Agent shall (i) identify and enter into contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors to perform services at the Property; provided, however, that Agent shall not enter into any contract with any entity or person with whom Agent or its principals has any financial, ownership or similar affiliation without first disclosing the nature of such affiliation to Owner and obtaining Owner's prior consent, and (ii) supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts. Except where necessary for the preservation or protection of the Property or the safety of Residents or required to avoid the suspension of any services at the Property, Agent shall not enter into any agreement with any such professional or other independent contractor which would require the payment of more than $5,000.00 in any twelve (12) month period unless such agreement is provided for in an Approved Budget (either as an identified "line item" thereof or as an unidentified portion of an identified "line item" thereof) or is otherwise consented to by Owner. Each such contract shall to the extent commercially reasonable (i) be in the name of Agent, (ii) be for a period of time not to exceed twelve (12) months, (iii) be assignable at Owner's option to Owner or Owner's nominee and (iv) require all contractors to provide evidence of insurance in such amounts and covering such losses as Agent deems reasonably necessary or as otherwise directed by Owner. In negotiating such contracts, Agent shall seek to include a provision for cancellation thereof by Owner on not less than thirty (30) days' written notice without penalty (unless such a cancellation provision is not commercially feasible given the subject matter of the contract, in which case, with Owner's prior approval, Agent may agree to other cancellation terms). Upon termination of this Agreement, Owner agrees that any such contract which has been entered into in the name of Agent and otherwise in accordance with the terms hereof shall be assigned to, and the obligations thereunder arising after the date of such assignment, will be assumed by Owner. Agent shall make available to Owner, without cost to Owner, the advice and consultation of Agent's staff in connection with the Property. Agent shall deal at arm's-length with all third parties and shall act consistent with the interests of Owner at all times in performance of the Management Activities.

Professionals and Contractors. To the extent Agent Manager reasonably deems ----------------------------- necessary in connection with the Management Activities, Agent shall and unless otherwise instructed by Owner, Manager may (i) identify and enter into execute on Owner’s behalf written contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform services at the Propertyservices; provided, however, that Agent shall not enter into any contract with any entity or person with whom Agent or its principals has any financial, ownership or similar affiliation without first disclosing the nature of such affiliation to Owner and obtaining Owner's prior consent, and (ii) supervise the administration, administration and monitor the performance, performance of all work to be performed and services to be rendered under all such contracts. Except where necessary for contracts with Third Parties; and (iii) if Manager may lawfully do so, discharge and terminate the preservation services of any one or protection more of such Third Parties; provided, however, that (x) any such contract having a term in excess of one year must be terminable by Owner on no more than 30 days’ notice without cause; (y) the nature and cost of the Property services to be contracted for are included in the then current Approved Annual Budget; and (z) any such contract with an Affiliate (as defined in the Westcore Xxx Partnership Agreement) of Manager shall be subject to Owner’s prior written approval. To the extent that Manager is required by the next following paragraph of this Paragraph 3(d) to submit any service contracts for repetitive services (e.g., janitorial, landscaping, window washing) to competitive bidding, Manager shall so submit such contracts for competitive bidding no less frequently than once every three years. Manager shall use due care in the selection and supervision of all such Third Parties and, having used such care, shall have no responsibility or the safety of Residents liability to Owner or required to avoid the suspension any other person for any act or omission, tortious or otherwise, of any services at such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the Propertyrequest of Owner, Agent or (ii) if such item of work or purchase is reasonably anticipated to cost in excess of $20,000.00 whether or not such item is included in the Approved Annual Budget. Where competitive bidding is required pursuant to this Agreement, the following provisions shall be applicable: (i) A minimum of two (2) written bids shall be obtained if the contract provides for payments in excess of $20,000 and less than $30,000. Notwithstanding the foregoing, (x) contracts providing for payment in excess of $20,000 where one of the bidding parties has obtained two or more contracts from Manager providing for payments in excess of $20,000 within the previous 12 months and (y) contracts providing for payments in excess of $30,000 will, in either such case, require a minimum of three (3) bids. (ii) Each bid shall be solicited by Manager in a form intended to elicit uniformity in bid quotes. (iii) Unless Owner requires otherwise, Manager may accept any qualified bid without prior approval from Owner if the expenditure is contemplated by the Approved Annual Budget and will not result in exceeding the anticipated expenditure in the Approved Annual Budget for that work or purchase; provided, however, if Manager accepts other than the lowest qualified bid, Manager shall adequately support, in writing, its selection. (iv) Manager shall maintain adequate records of its compliance with the foregoing competitive bidding procedure. (v) The foregoing bidding requirements shall not enter into any agreement with any apply to the employment or retention of consultants and professionals (nor shall Owner’s consent be required for such professional employment or other independent contractor which would require the payment of more than $5,000.00 in any twelve (12retention) month period unless such agreement is provided for in an Approved Budget (either as an identified "line item" thereof or as an unidentified portion of an identified "line item" thereof) or is otherwise consented to by Owner. Each such contract shall to the extent commercially reasonable (i) be in the name of Agent, (ii) be for a period of time not to exceed twelve (12) months, (iii) be assignable at Owner's option to Owner or Owner's nominee and (iv) require all contractors to provide evidence of insurance in such amounts and covering such losses as Agent deems reasonably necessary or as otherwise directed by Owner. In negotiating such contracts, Agent shall seek to include a provision for cancellation thereof by Owner on not less than thirty (30) days' written notice without penalty (unless such a cancellation provision is not commercially feasible given the subject matter of the contract, in which case, with Owner's prior approval, Agent may agree to other cancellation terms). Upon termination of this Agreement, Owner agrees that any such contract which has been entered into in the name of Agent and otherwise expenditures are in accordance with the terms hereof shall be assigned to, and the obligations thereunder arising after the date of such assignment, will be assumed by Owner. Agent shall make available to Owner, without cost to Owner, the advice and consultation of Agent's staff in connection with the Property. Agent shall deal at arm's-length with all third parties and shall act consistent with the interests of Owner at all times in performance of the Management ActivitiesApproved Annual Budget.

Professionals and Contractors. To the extent Agent deems ----------------------------- necessary in connection with the Management Activities, Agent shall (i) identify and enter into contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors to perform services at the Property; provided, however, that Agent shall not enter into any contract with any entity or person with whom Agent or its principals has any financial, ownership or similar affiliation without first disclosing the nature of such affiliation to Owner and obtaining Owner's prior consent, and (ii) supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts. Except where necessary for the preservation or protection of the Property or the safety of Residents or required to avoid the suspension of any services at the Property, Agent shall not enter into any agreement with any such professional or other independent contractor which would require the payment of more than $5,000.00 500.00 in any twelve (12) month period unless such agreement is provided for in an Approved Budget (either as an identified "line item" thereof or as an unidentified portion of an identified "line item" thereof) or is otherwise consented to by Owner. Each such contract shall to the extent commercially reasonable (i) be in the name of Agent, (ii) be for a period of time not to exceed twelve (12) months, (iii) be assignable at Owner's option to Owner or Owner's nominee and (iv) require all contractors to provide evidence of insurance in such amounts and covering such losses as Agent deems reasonably necessary or as otherwise directed by Owner. In negotiating such contracts, Agent shall seek to include a provision for cancellation thereof by Owner on not less than thirty (30) days' written notice without penalty (unless such a cancellation provision is not commercially feasible given the subject matter of the contract, in which case, with Owner's prior approval, Agent may agree to other cancellation terms). Upon termination of this Agreement, Owner agrees that any such contract which has been entered into in the name of Agent and otherwise in accordance with the terms hereof shall be assigned to, and the obligations thereunder arising after the date of such assignment, will be assumed by Owner. Agent shall make available to Owner, without cost to Owner, the advice and consultation of Agent's staff in connection with the Property. Agent shall deal at arm's-length with all third parties and shall act consistent with the interests of Owner at all times in performance of the Management Activities.

Professionals and Contractors. To the extent Agent Manager reasonably deems ----------------------------- necessary in connection with the Management Activities, Agent shall and unless otherwise instructed by Owner, Manager may (i) identify and enter into execute on Owner’s behalf written contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform services at the Propertyservices; provided, however, that Agent shall not enter into any contract with any entity or person with whom Agent or its principals has any financial, ownership or similar affiliation without first disclosing the nature of such affiliation to Owner and obtaining Owner's prior consent, and (ii) supervise the administration, administration and monitor the performance, performance of all work to be performed and services to be rendered under all such contracts. Except where necessary for contracts with Third Parties; and (iii) if Manager may lawfully do so, discharge and terminate the preservation services of any one or protection more of such Third Parties; provided, however, that (x) any such contract having a term in excess of one year must be terminable by Owner on no more than 30 days’ notice without cause; (y) the nature and cost of the Property services to be contracted for are included in the then current Approved Annual Budget; and (z) any such contract with an Affiliate (as defined in the Westcore-TRT Fortune Concourse Partnership Agreement) of Manager shall be subject to Owner’s prior written approval. To the extent that Manager is required by the next following paragraph of this Paragraph 3(d) to submit any service contracts for repetitive services (e.g., janitorial, landscaping, window washing) to competitive bidding, Manager shall so submit such contracts for competitive bidding no less frequently than once every three years. Manager shall use due care in the selection and supervision of all such Third Parties and, having used such care, shall have no responsibility or the safety of Residents liability to Owner or required to avoid the suspension any other person for any act or omission, tortious or otherwise, of any services at such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the Propertyrequest of Owner, Agent or (ii) if such item of work or purchase is reasonably anticipated to cost in excess of $20,000.00 whether or not such item is included in the Approved Annual Budget. Where competitive bidding is required pursuant to this Agreement, the following provisions shall be applicable: (i) A minimum of two (2) written bids shall be obtained if the contract provides for payments in excess of $20,000 and less than $30,000. Notwithstanding the foregoing, (x) contracts providing for payment in excess of $20,000 where one of the bidding parties has obtained two or more contracts from Manager providing for payments in excess of $20,000 within the previous 12 months and (y) contracts providing for payments in excess of $30,000 will, in either such case, require a minimum of three (3) bids. (ii) Each bid shall be solicited by Manager in a form intended to elicit uniformity in bid quotes. (iii) Unless Owner requires otherwise, Manager may accept any qualified bid without prior approval from Owner if the expenditure is contemplated by the Approved Annual Budget and will not result in exceeding the anticipated expenditure in the Approved Annual Budget for that work or purchase; provided, however, if Manager accepts other than the lowest qualified bid, Manager shall adequately support, in writing, its selection. (iv) Manager shall maintain adequate records of its compliance with the foregoing competitive bidding procedure. (v) The foregoing bidding requirements shall not enter into any agreement with any apply to the employment or retention of consultants and professionals (nor shall Owner’s consent be required for such professional employment or other independent contractor which would require the payment of more than $5,000.00 in any twelve (12retention) month period unless such agreement is provided for in an Approved Budget (either as an identified "line item" thereof or as an unidentified portion of an identified "line item" thereof) or is otherwise consented to by Owner. Each such contract shall to the extent commercially reasonable (i) be in the name of Agent, (ii) be for a period of time not to exceed twelve (12) months, (iii) be assignable at Owner's option to Owner or Owner's nominee and (iv) require all contractors to provide evidence of insurance in such amounts and covering such losses as Agent deems reasonably necessary or as otherwise directed by Owner. In negotiating such contracts, Agent shall seek to include a provision for cancellation thereof by Owner on not less than thirty (30) days' written notice without penalty (unless such a cancellation provision is not commercially feasible given the subject matter of the contract, in which case, with Owner's prior approval, Agent may agree to other cancellation terms). Upon termination of this Agreement, Owner agrees that any such contract which has been entered into in the name of Agent and otherwise expenditures are in accordance with the terms hereof shall be assigned to, and the obligations thereunder arising after the date of such assignment, will be assumed by Owner. Agent shall make available to Owner, without cost to Owner, the advice and consultation of Agent's staff in connection with the Property. Agent shall deal at arm's-length with all third parties and shall act consistent with the interests of Owner at all times in performance of the Management ActivitiesApproved Annual Budget.