Common use of Professionals and Contractors Clause in Contracts

Professionals and Contractors. To the extent Manager reasonably deems necessary in connection with the Management Activities, and unless otherwise instructed by Owner, Manager may (i) execute on Owner’s behalf written contracts with architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform services; (ii) supervise the administration and monitor the performance of all work to be performed and services to be rendered under all such contracts with Third Parties; and (iii) if Manager may lawfully do so, discharge and terminate the services of any one or 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 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 liability to Owner or any other person for any act or omission, tortious or otherwise, of any such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the request of Owner, 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:

Professionals and Contractors. To the extent Manager reasonably Agent deems ----------------------------- necessary in connection with the Management Activities, and unless otherwise instructed by Owner, Manager may Agent shall (i) execute on Owner’s behalf written identify and enter into contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform servicesservices 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 administration, and monitor the performance performance, of all work to be performed and services to be rendered under all such contracts 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 Third Parties; and any such professional or other independent contractor which would require the payment of more than $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) if Manager 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 lawfully do soagree to other cancellation terms). Upon termination of this Agreement, discharge and terminate the services of any one or more of such Third Parties; provided, however, Owner agrees that (x) any such contract having a term which has been entered into in excess the name of one year must Agent and otherwise in accordance with the terms hereof shall be terminable 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 on no more than 30 days’ notice without cause; (y) the nature and cost at all times in performance of the 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 liability to Owner or any other person for any act or omission, tortious or otherwise, of any such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the request of Owner, 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:Management Activities.

Professionals and Contractors. To the extent Manager reasonably Agent deems ----------------------------- necessary in connection with the Management Activities, and unless otherwise instructed by Owner, Manager may Agent shall (i) execute on Owner’s behalf written identify and enter into contracts with reputable architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform servicesservices 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 administration, and monitor the performance performance, of all work to be performed and services to be rendered under all such contracts 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 Third Parties; and 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) if Manager 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 lawfully do soagree to other cancellation terms). Upon termination of this Agreement, discharge and terminate the services of any one or more of such Third Parties; provided, however, Owner agrees that (x) any such contract having a term which has been entered into in excess the name of one year must Agent and otherwise in accordance with the terms hereof shall be terminable 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 on no more than 30 days’ notice without cause; (y) the nature and cost at all times in performance of the 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 liability to Owner or any other person for any act or omission, tortious or otherwise, of any such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the request of Owner, 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:Management Activities.

Professionals and Contractors. To the extent Manager reasonably deems necessary in connection with the Management Activities, and unless otherwise instructed by Owner, Manager may (i) execute on Owner’s behalf written contracts with architects, engineers, accountants, attorneys, tradesmen and other independent contractors (collectively, the “Third Parties”) to perform services; (ii) supervise the administration and monitor the performance of all work to be performed and services to be rendered under all such contracts with Third Parties; and (iii) if Manager may lawfully do so, discharge and terminate the services of any one or 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 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 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 liability to Owner or any other person for any act or omission, tortious or otherwise, of any such Third Party. Manager shall submit any item of work or purchase (except in an emergency) to competitive bidding (i) upon the request of Owner, 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: