MANAGEMENT AGREEMENT
between
Cali Harborside (Fee) Associates L.P., Cali Harborside Plaza I (Fee) Associates
L.P., Plaza II and III Urban Renewal Associates L.P., Cal-Harbor II & III Urban
Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Cal-Harbor IV
Urban Renewal Associates L.P., Plaza V Urban Renewal Associates L.P., Cal-Harbor
V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P.,
Cal-Harbor VI Urban Renewal Associates L.P., Harborside Exchange Place Limited
Partnership, Cali-Harbor VII Urban Renewal Associates L.P., North Pier Urban
Renewal Associates L.P., Cal-Harbor No. Pier Urban Renewal Associates L.P.,
South Pier Urban Renewal Associates L.P., and Cal-Harbor So. Pier Urban Renewal
Associates L.P.
and
Institutional Realty Management, LLC, Manager
PROPERTY: Harborside Financial Center
Jersey City, New Jersey
DATE: November 4, 1996
TABLE OF CONTENTS
1. Appointment of Manager
2. Management Services
2.1 Orientation
2.2 Management of Property
2.3 Specific Duties of Manager
2.4 Services Not Included
3. Contractor Insurance/Indemnification
3.1 Minimize Interference
4. Service Contracts
5. Compensation for Services
5.1 Management Fee
6. Accounting, Records, Reports
6.1 Financial Records
6.2 Financial Reports
6.3 Audits
6.4 Annual Budgets
6.5 Tenant Statements
6.6 Computerized Accounting
7. Expenses
7.1 Expenses of Owner
7.2 Expenditure Authorization and Reimbursement
7.2.1 Annual Budget
7.2.2 Emergency Repairs
7.2.3 Fund
8. Indemnification
8.1 Owner's Indemnity
9. Term and Termination
9.1 Term
9.2 Termination for Cause
9.3 Termination Without Cause
9.4 Manager's Obligations after Termination
10. (Deliberately Omitted)
11. Assignment
12. No Waiver
13. Licenses
14. Notices
15. Confidentiality and Xxxxxxxxxxxxx
00. Benefit; Liability
17. Captions
18. Construction
19. Applicable Law
20. Entire Agreement
21. Attorneys' Fees
22. Owner's Representative
23. Nondiscrimination
24. Owner's Consent
25. Venue
26. Treatment of Assets
27. Amendment
28. Disputes; Arbitration
29. Time
30. Management Office
Exhibits
A - Legal Description of Land
B - Funding Request
C - Reporting Requirements
D - [Intentionally Deleted]
E. Dedicated On-Site Employees
BASIC INFORMATION SHEET
The following Basic Information is hereby incorporated into the
Management Agreement as though set out in full therein:
I. Effective Date: November 4 , 1996
II. Owner: Cali Harborside (Fee) Associates L.P., a New Jersey
limited partnership, Cali Harborside Plaza I (Fee)
Associates L.P., a New Jersey limited partnership,
Plaza II and III Urban Renewal Associates L.P., a New
Jersey limited partnership, Cal-Harbor II & III Urban
Renewal Associates L.P., a Delaware limited
partnership, Plaza IV Urban Renewal Associates L.P.,
a New Jersey limited partnership, Cal-Harbor IV Urban
Renewal Associates L.P., a New Jersey limited
partnership, Plaza V Urban Renewal Associates L.P., a
New Jersey limited partnership, Cal-Harbor V Urban
Renewal Associates L.P., a New Jersey limited
partnership, Plaza VI Urban Renewal Associates L.P.,
a New Jersey limited partnership, Cal-Harbor VI Urban
Renewal Associates L.P., a New Jersey limited
partnership, Harborside Exchange Place Limited
Partnership, a New Jersey limited partnership,
Cali-Harbor VII Urban Renewal Associates L.P., a New
Jersey limited partnership, North Pier Urban Renewal
Associates L.P., a New Jersey limited partnership,
Cal-Harbor No. Pier Urban Renewal Associates L.P., a
New Jersey limited partnership, South Pier Urban
Renewal Associates L.P., a New Jersey limited
partnership, and Cal-Harbor So. Pier Urban Renewal
Associates L.P., a New Jersey limited partnership,
III. Owner's Address : c/o Cali Realty Corporation
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
IV. Manager: Institutional Realty Management, LLC
V. Manager's Address: 00000 Xxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
VI. Initial Term: 18 months commencing on the Effective Date.
VII. Property Description: The parcel of land and improvements thereon
commonly known as Harborside Financial Center, Jersey City, New Jersey,
such parcel of land being more particularly described in Exhibit A
attached to the Management Agreement.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the Effective
Date by and between Owner and Manager.
RECITALS:
OWNER AND MANAGER ENTER THIS AGREEMENT on the basis of the following
facts, understandings and intentions:
A. Owner has recently acquired the Property.
B. Manager managed the Property prior to its acquisition by Owner.
C. To ease the ownership transition, Owner desires to retain the
services of Manager, as an independent contractor, as manager of the Property
with responsibilities for managing and supervising the operation, maintenance,
and servicing of the Property, and Manager wishes to provide such services, all
as provided herein.
NOW THEREFORE, in consideration of the foregoing and of the full and
faithful performance by Manager and Owner of all the terms, conditions, and
obligations imposed upon Manager and Owner hereunder, respectively, Manager and
Owner agree as follows:
1. Appointment of Manager. Owner hereby appoints Manager as manager of
the Property with the responsibilities and upon the terms and conditions set
forth herein, and Manager hereby accepts such appointment.
2. Management Services
2.1 Orientation. Manager has (i) all books and records
respecting the operation of the Property, (ii) all personal property on or
within the Property belonging to (or leased by) Owner, if any, (iii) all current
and future tenant leases and related agreements, (iv) all warranties, guaranties
and service contracts and agreements relating to the Property, (v) any and all
development agreements, permits, approvals, and certificates of occupancy
relating to the Property, and (vi) all other contracts, agreements and other
documents relating to the operation, maintenance and servicing of the Property
that Manager may require from time to time in order to discharge its duties
under this Agreement (such items (i) and (iii)-(vi), inclusive, being sometimes
hereinafter together referred to as the "Basic Documents").
2.2 Management of Property. Manager shall devote its
commercially reasonable efforts consistent with first-class professional
management as manager of the Property, and shall perform its duties hereunder in
accordance with the Operating Budget and in a reasonable, diligent, and careful
manner so as to manage and supervise the operation, maintenance, and servicing
of the Property in a manner that is comparable to the manner in which Manager
managed the Property for the previous owner. Manager agrees to cooperate with
Owner in the management and operation of the Property.
2.3 Specific Duties of Manager. Without limiting the duties
and obligations of Manager under any other provisions of this Agreement, Manager
shall have the following duties and perform the following services:
2.3.1 Repairs and Maintenance. In accordance with and subject
to the Operating Budget, Manager shall cause to be made all repairs and shall
cause to be performed all maintenance on the buildings, appurtenances and
grounds of the Property as are required to maintain the Property in such
condition and repair (and in compliance with applicable codes) that is
comparable to the condition in which the Property was maintained by its previous
owner, and such other repairs as may be required to be made under the leases and
other Basic Documents. Subject to the terms of Section 4 below, Manager may
enter into such service, cleaning and maintenance (including preventative
maintenance) contracts necessary or appropriate for the operation and
maintenance of the Property and the performance of Manager's duties hereunder,
including without limitation contracts to service the equipment and systems
located in or serving the Property (including the elevators, escalators and
telephones therein, if any), contracts for landscape maintenance, and contracts
to supply utilities, rubbish removal, fuel, security services and vermin
extermination. To the extent that Owner is obligated to perform such obligations
under any tenant lease or the Basic Documents, Manager shall use its
commercially reasonable efforts to keep or cause to be kept all sidewalks,
parking areas and other common areas of the Property free from cracks, snow,
ice, excess water, debris and other accumulations, and shall cause any rubbish
or other debris to be removed therefrom.
2.3.2 Rents, Xxxxxxxx and Collections. Manager shall be
responsible for the monthly billing of rents and all other charges due from
tenants to Owner with respect to the Property, including, without limitation the
calculation of all components of rent due, and the preparation and distribution
of monthly billing statements. Manager shall instruct the tenants of the
Property to pay all rent and other such payments in accordance with instructions
to be provided by Owner. Manager shall use its commercially reasonable efforts
to collect all such rents and other charges when due, other than security
deposits. Manager shall not collect more than one month's rent in advance unless
approved in writing by Owner. Manager shall notify Owner of any delinquent rents
or defaults under the leases, and shall advise Owner of Manager's best judgment
of the appropriate course of action in collecting any such delinquent rent
and/or remedying any such tenant defaults.
2.3.3 Obligations Under Basic Documents; Disbursement Account.
Manager shall supervise and use its commercially reasonable efforts to cause
Owner's performance and compliance, duly and punctually, with all of the
obligations, terms and conditions required to be performed or complied with by
Owner under the Basic Documents relating to the operation, maintenance and
servicing of the Property, including, without limitation (but subject to the
remainder of this Section), the timely payment of all sums required to be paid
thereunder, all to the end that Owner's interest in the Property and its
interests (including without limitation its interests as landlord under the
leases) shall be preserved and no default chargeable to Owner shall occur under
the Basic Documents. Within five (5) days after the execution of this Agreement,
Owner shall provide funds to Manager to be deposited in a separate checking
account approved or opened by Owner (the "Disbursement Account"). From the
Disbursement Account, Manager shall pay all ordinary or necessary expenses of
the Property. Within ten (10) days following presentation to Owner of a check
register report (each, a "Funding Request"), Owner shall cause the Disbursement
Account to be funded to the amount necessary for Manager to pay all ordinary or
necessary expenses for the upcoming month, and all other expenses incurred by
Manager on Owner's behalf that are authorized by the terms of this Agreement,
all as described in each Funding Request but subject to the Operating Budget,
and any other expenses Owner shall approve or direct Manager to pay. Owner
agrees to maintain a minimum of $25,000 in the Disbursement Account at all
times. The Management Fee shall be payable as set forth in Section 5.1.
All disbursement bank accounts shall be established by Owner
for the Property and shall be in the name of Owner and have the Owner and
Manager or Owner's and Manager's designated representatives as signatories. Two
signatories shall be required to make withdrawals from the Disbursement Account,
provided however, that the signature of Owner or Owner's designated
representative alone, shall be sufficient to make withdrawals from the
Disbursement Account. Owner shall notify Manager of any withdrawals made by
Owner from the Disbursement Account. Manager shall not establish any banking
accounts for the Property without prior approval by Owner.
Notwithstanding anything to the contrary contained in this
Agreement, Manager shall have no obligation to perform any task otherwise
required of Manager under this Agreement if the cost thereof is to be funded by
Owner and Owner fails to provide such funding; and under no circumstances shall
Manager be required to advance funds on Owner's behalf in order to pay any
expense of the Property.
2.3.4 Equipment and Supplies. Manager shall make all
arrangements for the furnishing to the Property of utility, maintenance and
other services and for the acquisition of equipment and supplies necessary for
the management, operation, maintenance and servicing of the Property as required
under the Basic Documents and this Agreement. Manager shall use best efforts to
obtain for Owner, all rebates, discounts or other incentives pertaining to the
furnishing to the Property of such utility, maintenance and other services and
for the acquisition of such equipment and supplies.
2.3.5 Tax Assessments. If requested by Owner, Manager shall
cause all real and personal property taxes to be paid when due and engage an
independent tax consultant for purposes of reviewing, and if appropriate,
contesting, either the validity or the amount thereof. In the event Owner
retains, at Owner's sole expense (whether directly or through Manager as
provided above) an independent tax consultant or tax counsel, Manager shall
diligently cooperate with such tax consultant or tax counsel as requested by
such tax consultant or tax counsel.
2.3.6 Owner's Insurance. If requested by Owner, at Owner's
expense, Manager shall cause to be placed and kept in force all forms of
insurance required by law or otherwise requested by Owner from time to time,
including, without limitation, (i) comprehensive or commercial general and
excess liability insurance in an amount requested by Owner, and (ii) property
insurance as may be desirable or requested by Owner or required by any mortgage,
deed of trust or other security agreement covering all or any part of the
Property. Manager is to be named as an additional insured on the general and
excess liability policies in its capacity as managing agent. Should Owner elect
to place such insurance coverage directly, Manager shall be named as an
additional insured on the general and excess liability policies in its capacity
as managing agent and Owner will provide Manager with a certificate of insurance
evidencing such coverage. If requested to do so by Owner, Manager shall duly and
punctually pay on behalf of Owner, from a disbursement account, all premiums
with respect thereto.
2.3.7 Manager's Insurance. Manager will obtain, at Manager's
expense, the following insurance:
(a) Commercial or comprehensive general liability on
a per occurrence basis for bodily injury liability and property damage liability
with limits of One Million Dollars ($1,000,000) combined single limit each
occurrence and Two Million Dollars ($2,000,000) from the aggregate of all
occurrences within each policy year.
(b) Excess liability (umbrella) insurance in the
amount of $4,000,000.
(c) Comprehensive form automobile liability covering
owned, hired and non-owned vehicles with limits of One Million Dollars
($1,000,000) combined single limit per occurrence.
(d) Employer's liability insurance in an amount not
less than Five Hundred Thousand Dollars ($500,000).
(e) Blanket crime coverage protecting Manager against
fraudulent or dishonest acts of its employees, whether acting alone or with
others, with limits of liability of not less than Five Hundred Thousand
($500,000) in any one occurrence.
(f) Such other insurance as Owner shall reasonably
request provided such insurance is customarily maintained by managers of
property similar to the Property.
Owner shall be named as an additional insured with
respect to the policies referred to in (a) and (b) above, but only with respect
to claims arising out of actions beyond the scope of Manager's duties under this
Agreement.
Manager will provide Owner with a certificate of
insurance evidencing all required coverages in a timely manner.
2.3.8 Compliance with Insurance Policies; Compliance by
Tenants with Tenant Leases. To the extent of its actual knowledge, Manager shall
use its commercially reasonable efforts to prevent the use of the Property for
any purpose that might void any policy of insurance held by Owner, or any tenant
at the Property, that might render any loss insured thereunder uncollectible or
that would be in violation of any governmental restriction or the provisions of
any tenant lease. Manager shall use its commercially reasonable efforts to
secure full compliance by the tenants with the terms and conditions of their
respective tenant leases, including, but not limited to, periodic maintenance of
all building systems, including individual tenant's heating, ventilation and
air-conditioning systems.
2.3.9 Personnel. Manager shall employ such personnel as
employees of Manager or Manager's affiliates or subsidiary, and not of Owner, as
may be necessary in order for Manager to perform its obligations hereunder. All
dedicated on-site employees shall be expensed to the Property. A schedule of all
dedicated on-site employees as of the date of this Agreement is appended as
Exhibit E. Upon request of Owner, Manager shall reduce the number of dedicated
on-site employees; provided however, that in such event, the standard to which
Manager has agreed to manage and operate the Property shall be lowered
appropriately to reflect such reduction of personnel. Nothing contained herein
shall reduce the Management Fee payable pursuant to this Agreement.
Manager agrees that it will not replace Xxxx Xxxxxxx as the
building manager of the Property without the prior consent of Owner. The parties
hereto agree that Xxxx Xxxxxxx may perform services for the Manager with respect
to other projects provided that: (i) Manager shall pay to the Owner a reasonable
per diem amount for the use of Xxxx Xxxxxxx'x services during the term of this
Agreement, and (ii) the performance by Xxxx Xxxxxxx of such services for Manager
shall not interfere with the performance of his responsibilities with respect to
the Property in more than a de minimus nature. The per diem amount which is paid
to Owner for the use of Xxxx Xxxxxxx'x time shall be equal to that which is
charged to the Property for purposes of determining escalation rent to be paid
by the tenants of the Property.
2.3.10 Tenant Relations. Manager will maintain cordial and
frequent contact with the tenants of the Property and keep Owner informed of the
tenants' concerns, expansion or contraction plans, changes in occupancy or use,
and other matters that could have a bearing upon the leasing, operation or
ownership of the Property. Manager will exercise all due diligence to project a
positive and responsible image of Owner to the tenants and to the larger
community, and to the extent known by Manager, will inform Owner of any
condition, policy, or event that could reasonably be expected to harm the
reputation of Owner among the tenants or in the larger community. Any tenant
retention program is subject to approval by Owner and is at Owner's sole cost
and expense.
2.3.11 Compliance with Laws. Manager shall use its
commercially reasonable efforts to determine such action as may be necessary,
inform Owner of action as may be necessary and, when authorized by Owner, and
subject to appropriate funding by Owner, take such action as may be necessary,
to cause the Property to comply with all current and future laws, rules,
regulations, or ordinances affecting the ownership, use, or operation of the
Property, including orders of the Board of Fire Underwriters or other similar
bodies; provided, however, that Manager need not obtain the prior authorization
of Owner to take action in case of an emergency or any threat to life, safety or
property, so long as Manager shall give Owner prompt notice of any such action
taken. Manager shall comply with all laws relating to the employment by Manager
of its employees.
2.3.12 Notices. Manager shall deliver forthwith to Owner at
the address stated on the Basic Information Sheet all written notices received
by Manager from any mortgagee, tenant, or other party to any of the Basic
Documents given pursuant thereto or pertaining thereto and all written notices
from any governmental entity.
2.3.13 Cooperation. Should any claims, demands, suits, or
other legal proceedings be made or instituted by any third party against Owner
that arise out of any matters relating to the Property or this Agreement or
Manager's performance hereunder, Manager shall promptly give Owner all pertinent
information and assistance in the defense or other disposition thereof;
provided, however, in the event the foregoing requires Manager to incur any
expenses beyond the ordinary cost of doing business and so long as Manager
proceeds with commercially reasonable diligence and efficiency, Owner shall pay
for any such out-of-pocket costs of which Owner has been advised in writing.
Nothing contained herein shall require Owner to reimburse Manager for any
out-of-pocket costs which are incurred as a result of any acts of Manager in
violation of the terms of this Agreement.
2.3.14 Notice of Complaints, Violations and Fire Damage.
Manager shall respond to complaints and requests from tenants and notify Owner
within five (5) business days of Manager's having received any complaint made by
a tenant of any alleged landlord default under any tenant lease. Additionally,
Manager shall notify Owner as soon as is practical (such notice to be
accompanied by copies of supporting documentation) of each of the following: any
notice of any governmental requirements received by Manager; and upon becoming
aware of any fire or significant damage to the Property, or other matter which
might have an adverse, or material, impact on the Property.
2.3.15 Notice of Damages and Suits; Settlement of Claims.
Manager shall notify Owner's general liability insurance broker or carrier as
soon as is practical (but in no event later than five (5) business days after it
obtains knowledge) of the occurrence of any bodily injury or property damage
occurring to or claimed by any tenant or third party on or with respect to the
Property, and promptly forward to Owner and the broker, any summons, subpoena or
other like legal documents served upon Manager relating to actual or alleged
potential liability of Owner, Manager or the Property. Notwithstanding the
foregoing, Manager shall not be authorized to accept service of process on
behalf of Owner, unless such authority is otherwise imputed by law.
2.3.16 Enforcement of Leases. Manager shall enforce compliance
by tenants with each and all of the terms and provisions of the tenant leases,
in accordance with policies set by Owner, provided, however, that Manager shall
not, without the prior written consent of Owner in each instance, which consent
may be withheld by Owner in its sole discretion, institute legal proceedings in
the name of Owner to enforce tenant leases, collect income and rent or
dispossess tenants or others occupying the Property or any portion thereof, or
terminate any tenant lease, lock out a tenant, or engage counsel or institute
any proceedings for recovery of possession of the Property.
2.3.17 Environmental.
(a) Notice. Manager shall promptly advise Owner in
writing of any evidence of non-compliance with any Hazardous Materials Laws, as
defined below, which Manager is aware of, together with a written report of the
nature and extent of the non-compliance and the potential threat, if any, to the
health and safety of persons and/or damage to the Property or the property
adjacent to or surrounding the Property. Owner acknowledges that (A) Manager is
not an environmental engineer and does not have any special expertise in the
Hazardous Materials Laws, (B) Manager's duties under this Section 2.3.17 are
limited to the quality of reasonable commercial care and diligence customarily
applied to property managers, and (C) Manager shall have no liability with
respect to the presence of Regulated Substances on, in or about the Property or
for the Property's compliance with Hazardous Materials Laws.
(b) Rights; Limitations. Without limiting any other
provision contained herein and subject to Section 2.3.16, Manager shall use
commercially reasonable efforts to enforce Owner's rights under the tenant
leases insofar as any tenant's compliance with Hazardous Materials Laws are
concerned; provided, however, Manager shall not retain environmental consultants
or otherwise initiate environmental reviews by any third parties without Owner's
prior written consent; and provided further, Manager shall hold in confidence
all information bearing on Hazardous Materials Laws and Regulated Substances,
except to the extent expressly instructed otherwise in writing by Owner, or
except to the extent necessary to protect against the imminent threat to the
life and safety of persons and/or damage to the Property or damage to the
property adjacent to or surrounding the Property, or except to the extent such
disclosure is required by Hazardous Materials Laws, other laws, or court order.
(c) Definitions. For the purposes of this Section
2.3.17, "Hazardous Materials Laws" shall mean all federal, state and local
environmental statutes, ordinances, regulations, orders and requirements of
common law, and "Regulated Substances" shall mean any "hazardous substance",
"pollutant or contaminant", "petroleum", all as defined in or otherwise referred
to in the Hazardous Materials laws, or any material containing petroleum, any
polychlorinated biphenyls (PCBs) or substances containing PCBs, any urea
formaldehyde foam, or any asbestos or materials containing asbestos.
2.3.18 Miscellaneous; Hiring of Professionals. Manager shall
perform such other acts and deeds as may be necessary and proper in the
discharge of its duties under this Agreement, including without limitation
hiring consultants, lawyers and other professionals the Manager shall reasonably
require from time to time in connection with the operation and management of the
Property under this Agreement, subject however, to the consent of Owner.
2.4 Services Not Included. Notwithstanding anything to the contrary in
this Agreement, Owner acknowledges that the following services are not included
in the services to be performed by Manager under this Agreement: (i) marketing
studies; (ii) expansion potential analysis and implementation, including major
tenant negotiation, land acquisition, design and construction; (iii) peripheral
land planning, including site analysis, ground leases, market review, sales and
development review and coordination; (iv) financing, refinancing and/or sale
services, (v) construction supervision services, and (vi) leasing services. In
the event Owner requests Manager to perform any of these services, such
additional services shall be performed at a fee to be negotiated by Owner and
Manager prior to the commencement of such services.
Anything to the contrary herein notwithstanding, in no event
shall Manager be required, or permitted, to render any advice to Owner in
connection with the development of the so-called Upland Parcels and the Piers,
nor shall Manager be required to take any action which would violate the
Employee Retirement Income Security Act of 1974.
3. Contractors.
3.1 Contractor Insurance/Indemnification.
(a) Manager shall require that all independent
contractors brought onto the Property have insurance coverage at the
contractor's expense, in the following minimum amounts:
(i) Commercial or Comprehensive General
Liability on an occurrence form for bodily injury liability and property damage
liability with limits of One Million Dollars ($1,000,000) combined single limit
each occurrence and Two Million Dollars ($2,000,000) in the aggregate with
respect to all occurrences within each policy year.
(ii) Comprehensive form automobile liability
covering owned, hired and non-owned vehicles with limits of One Million Dollars
($1,000,000) combined single limit each occurrence.
(iii) Employer's liability insurance in an
amount not less than Five Hundred Thousand Dollars ($500,000).
(iv) Workers compensation insurance in
accordance with the laws of the State of New Jersey.
The foregoing insurance shall name Owner and
Manager as additional insureds. The Manager shall obtain and keep on file a
Certificate of Insurance which shows that the contractor is so insured.
(b) Manager shall use commercially reasonable efforts
to require that each independent contractor indemnify and agree to pay on behalf
of, defend and hold harmless Owner, Manager and Owner's Representative, their
principals, officers, directors, trustees, fiduciaries, advisors, shareholders,
partners, employees and agents (individually and collectively, the "Indemnified
Party") from and against all liabilities, claims, suits, damages, judgments,
costs and expenses of whatever nature, including, but not limited to, reasonable
attorneys' fees and disbursements, to which the Indemnified Party may become
subject by reason or arising out of contractor's negligence or malfeasance.
3.2 Minimize Interference. All activities undertaken by
Manager under Section 2 shall include Manager's efforts to (i) minimize
interference with the operation and maintenance of the Property and the tenants
that occupy space at the Property, and (ii) ensure that such work does not
materially interfere with the structure of the Property or the electrical,
mechanical HVAC and other building systems at the Property. The Manager shall
make available to the Owner the advice and consultation of Manager's
professional staff in connection with such Owner Improvements.
4. Service Contracts. Manager shall not execute or otherwise enter into
or bind Owner with respect to any purchase order, contract or agreement for
equipment, supplies, services, or any other item without (A) obtaining three (3)
competitive written bids from contractors approved by Owner for work exceeding
Twenty-Five Thousand Dollars ($25,000) in costs, or such other amount as may be
specified by Owner from time to time, provided, however, that Manager shall
notify Owner with respect to any contractors submitting bids which may be
affiliates of Manager, (B) furnishing copies of the same, if requested, to
Owner, and (C) receiving the prior written consent of Owner, which consent may
be withheld by Owner in its sole discretion. All such contracts and agreements
shall be re-bid by Manager at such intervals as may be required by Owner from
time to time, but in no event less than once every three years unless Owner
offers not to rebid a contract on Manager's recommendation. All contracts shall
be prepared by Manager for Owner's execution (or at the request of Owner, for
Manager's execution on Owner's behalf) in conformity with applicable guidelines
of Owner. All service contracts shall contain a provision permitting Owner to
terminate on thirty (30) days written notice for any reason whatsoever, without
penalty. Manager shall not hold itself out as having the authority to approve
any contract or agreement without the prior approval of Owner except as provided
above. In the event Owner requests that Manager enter any such required
contracts, Manager shall do so on Owner's behalf as Owner's agent; provided,
however, that Owner shall reimburse and hold Manager harmless from any loss,
cost, claim, or expense arising in connection with Owner's failure to timely pay
(or to make available funds to timely pay) any such vendor, or any other breach
of such contract; provided further, however, that such reimbursement and hold
harmless agreement shall not extend to any claim based on Manager's gross
negligence or willful misconduct. From time to time, as may be requested by
Owner, Manager will review the performance of building service contractors and
vendors, and make recommendations to Owner for improving efficiency and quality,
and/or reducing costs.
5. Compensation for Services.
5.1 Management Fee.
5.1.1 Determination. As compensation for the
performance of the Manager's obligations under this Agreement, Owner shall pay
Manager a monthly fee (the "Management Fee") in an amount equal to three percent
(3%) of the Gross Income (as hereinafter defined) from the Property. As used
herein, the term "Gross Income" shall mean the aggregate dollar amount,
calculated on a cash basis, of all base rent actually received from any tenants
or licensees of any portion of the Property, including without limitation, all
parking revenue, and any percentage rent paid pursuant to a lease in connection
with which no base rent is being paid. The Management Fee shall be determined on
a monthly basis using Gross Income actually collected from the operation of the
Property for the applicable month with respect to which such fee is payable.
As between each of he Owners, the Management Fee due
Manager shall be paid by each Owner based upon the Gross Income from that
portion of the Property to which said Owner is entitled to receive Gross Income.
5.1.2 Payment. The Management Fee shall be payable by
Owner to Manager out of the Disbursement Account monthly in arrears prior to or
on the first (1st) day of each month, commencing as of the expiration of the
first full calendar-month after the Effective Date. If management services are
provided for less than one (1) full calendar month the Management Fee for such
partial month shall be calculated by determining the Management Fee that would
have been paid for the entire calendar month, and multiplying such amount by a
fraction, the numerator of which shall be the number of days management services
were provided in such month, and the denominator of which shall be the total
number of days in such month.
6. Accounting, Records, Reports.
6.1 Financial Records. Manager shall maintain, at the
Property, a comprehensive system of financial records for the Property on an
accrual basis in accordance with generally accepted accounting principles, and
other books and accounts, all of which shall belong to Owner. Owner and others
designated by Owner shall at all times have access to such records, accounts and
books and to all vouchers, files and all other material pertaining to the
Property and this Agreement, all of which Manager agrees to keep safe,
available, and distinct from any records not having to do with the Property.
Upon request of Owner, the reports required by this Section 6.1 and by Section
6.2 shall be provided electronically.
6.2 Financial Reports. Manager shall furnish to Owner monthly
unaudited financial reports by the 20th day of the succeeding calendar month, as
well as the monthly reports listed on Exhibit C.
6.3 Audits. Manager will cooperate with and give assistance in
a timely fashion to any internal or independent public accountant retained by
Owner to examine such statements or other records pertaining to the Property.
6.4 Annual Budgets. No later than 60 days before the start of
each succeeding fiscal year, or such other date specified in a written notice
from Owner to Manager, Manager shall deliver to Owner the annual budget
statements. These budget statements shall be in a form prepared by or approved
by Owner. Owner shall notify Manager of its approval or disapproval of such
budget statements within thirty (30) days of receipt by Owner thereof, and
Manager shall modify such budget statements according to Owner's comments. The
final, approved budget is referred to herein as the "Operating Budget".
6.5 Tenant Statements. Not later than one hundred twenty (120)
days after the closing of each annual reporting period, Manager shall provide
each tenant with a reconciliation statement and related back-up to the extent
required by its tenant lease. At the same time, to the extent required under
each tenant lease, Manager shall provide each tenant with such expense and tax
or other statements for the current year setting forth the payment required to
be made by such tenant pursuant to its tenant lease, based, to the extent
permitted by an applicable tenant lease, upon the current Operating Budget and
estimate of expenses and taxes for the then-current year, or setting forth such
other information that may be required therein. All material to be provided to
the tenants pursuant to this paragraph shall be submitted to Owner for its prior
review. Manager shall, at no additional cost to Owner, respond to any audit
request made by any tenant in connection with the material distributed pursuant
to this section.
6.6 Computerized Accounting.
6.6.1 System. Owner recognizes that Manager uses the
MRI property management/accounting system to report on property operations and
accounting functions. If Owner decides to convert to its own system which is not
compatible with Manager's system, Owner agrees to pay for all conversion costs
included but not limited to software, hardware and personnel time associated
with the conversion and training.
7. Expenses.
7.1 Expenses of Owner. All obligations or expenses incurred by
Manager hereunder, as specifically permitted or authorized hereunder or in the
Operating Budget, shall be for the account of, on behalf of, and at the expense
of Owner, except as otherwise specifically provided in this Agreement; provided,
however, that Owner shall not be obligated to reimburse Manager for (A) any
expenses for office equipment or office supplies of Manager's corporate office,
(B) any corporate overhead expenses of an off-site management office, and/or (C)
any salaries (including benefits) of the corporate staff of Manager including,
without limitation, any executives or supervisory personnel of Manager or the
secretary of such personnel or the bookkeeper of Manager, other than those
specified in Section 2.3.9 above. Owner shall have the right of prior approval
with respect to all expenses of Manager to be reimbursed by Owner and shall have
the right to audit any allocation of expenses between the Property and any other
properties managed or owned by Manager provided that such approval shall be
deemed to have been given if any such expense is specifically permitted or
authorized hereunder or in the Operating Budget.
7.2 Expenditure Authorization and Reimbursement.
7.2.1 Annual Budget. Manager shall be entitled to
expend money hereunder only in accordance with the funding request guidelines
set forth in Section 2.3.3. Any other expenditures not permitted in the
Operating Budget or under Section 7.2.2. shall require Owner's prior written
consent.
7.2.2 Emergency Repairs. Manager shall use its
diligent efforts to inform Owner of any casualty, breakdown in machinery or
other similar emergency, and Manager shall make payments for repairs,
maintenance equipment, or supplies, in excess of the authorization amounts
stated herein and without following the bidding procedures otherwise required,
if in the best business judgment of Manager, emergency action prior to written
approval from Owner is necessary to prevent injury to persons or to prevent
additional damage to the Property or a greater total expenditure arising from
such damage or to protect the Property from damage or prevent a default on the
part of Owner under the Basic Documents or the tenant leases. Any such payment
shall be made only in concert with prompt telecopy or electronic notification by
Manager to Owner.
7.2.3 Fund. Any authorized payments made by Manager
in the performance of its duties and obligations under this Agreement shall be
made out of such funds as Manager may from time to time hold for the account of
Owner or as may be provided by Owner. Without any obligation to do so, Manager
may advance for Owner's account any amount for the payment of any authorized
expenses, and Owner shall, upon notice from Manager, promptly reimburse Manager
therefor without interest. Manager shall notify Owner, in advance, of any
foreseeable deficiency of the funds in such accounts.
8. Indemnification.
8.1 Owner's Indemnity. Owner hereby indemnifies and agrees to
pay on behalf of, defend and hold harmless Manager, its principals, officers,
affiliates, directors, shareholders, partners, employees, advisors and agents
(individually and collectively, the "Manager Indemnified Party") from and
against all liabilities, claims, suits, damages, judgments, costs and expenses
of whatever nature, including, but not limited to reasonable attorney's fees and
disbursements, to which the Manager Indemnified Party may become subject arising
out of the management, operation, maintenance or leasing of the Property,
provided that (i) the Manager Indemnified Party promptly notifies Owner of any
matter with respect to which Owner is required to indemnify, hold harmless or
reimburse the Manager Indemnified Party, and (ii) the Manager Indemnified Party
does not take any actions, including an admission of liability, which would bar
Owner from defending itself with respect to such matter. Notwithstanding the
foregoing, Owner shall not be required to indemnify, defend, hold harmless or
reimburse the Manager Indemnified Party with respect to any matter to the extent
the same resulted from the negligence or malfeasance of the Manager Indemnified
Party or actions taken by the Manager Indemnified Party beyond the scope of the
Manager's duties or authority under this Agreement, or the scope of any express,
written direction of Owner that is not in conflict with the terms of this
Agreement. The provisions of this Section shall survive the expiration and any
termination of this Agreement.
8.2 Manager's Indemnity. Except with respect to any loss or
damage to property, Manager hereby indemnifies and agrees to pay on behalf of,
defend and hold harmless Owner, its principals, officers, affiliates, directors,
shareholders, partners, employees and agents (individually and collectively, the
"Owner Indemnified Party") from and against all liabilities, claims, suits,
damages, judgments, costs and expenses of whatever nature, including, but not
limited to reasonable attorney's fees and disbursements, to which the Owner
Indemnified party may become subject arising out of any proven breach during the
term of this Agreement, by Manager, its employees or agents, of any provisions
of this Agreement, or any proven negligence or malfeasance by Manager or its
employees or agents, provided that (i) the Owner Indemnified Party promptly
notifies Manager of any matter with respect to which Manager is required to
indemnify, hold harmless or reimburse the Owner Indemnified Party, and (ii) the
Owner Indemnified Party does not take any actions, including an admission of
liability, which would bar Manager from defending itself with respect to such
matter. The provisions of this Section shall survive the expiration and any
termination of this Agreement.
9. Term and Termination.
9.1 Term. The initial term of this Agreement shall be for the
Initial Term. Owner shall have the right, upon notice to Manager delivered at
any time prior to the date which is thirty (30) days prior to the end of the
Initial Term, to extend the term of this Agreement for a period of twelve months
commencing as of the last day of the Initial Term. Any such extension shall be
on the same terms and conditions which are contained in this agreement.
9.2 Termination for Cause.
9.2.1 By Manager. Manager may terminate this
Agreement in the event that Owner has materially defaulted in the performance of
its obligations hereunder.
9.2.2 By Owner. Owner may terminate this Agreement,
in the event that: (A) Manager has been negligent in the management, operation,
maintenance or servicing of the Property or has otherwise materially defaulted
in the performance of its obligations hereunder; or (B) a receiver, liquidator
or trustee of Manager shall be appointed by court order, or a petition to
liquidate or reorganize Manager shall be filed against Manager under any
bankruptcy, reorganization, or insolvency law, and such order or petition is not
vacated or dismissed within sixty (60) days, or Manager shall file a petition in
bankruptcy or under reorganization or insolvency laws, or if Manager shall make
an assignment for the benefit of its creditors, or if Manager is adjudicated as
bankrupt; or (C) there is damage or destruction to all or a substantial portion
of the Property and Owner decides not to rebuild or restore the Property or
there is a taking by condemnation, or similar proceeding, of a substantial
portion of the Property.
9.2.3 Notice and Opportunity to Cure. Except as
otherwise provided herein, any termination for cause shall be effective upon
receipt of written notice of termination given by the terminating party to the
defaulting party or thereafter upon such other date as specified by the
terminating party in such written notice; provided, however, that for those
causes for termination set forth in Section 9.2.1 and clause (A) of Section
9.2.2 the terminating party shall notify in writing the defaulting party that
the defaulting party shall have thirty (30) days (the "Cure Period") after
receiving such written notice within which to cure to the reasonable
satisfaction of the terminating party any such cause. Notwithstanding the above,
if Manager is terminated as a result of fraud, bad faith, or illegal activity,
no cure period shall be permitted.
9.3 Termination Without Cause.
9.3.1 By Manager. Manager may terminate this
Agreement without cause by written notice to Owner subject to the provisions of
Section 9.4 below. Such termination shall be effective ninety (90) days after
Owner's receipt of written notice of such termination given by Manager or
thereafter upon such other later date as specified by Manager in such written
notice.
9.4 Manager's Obligations after Termination. Upon the
expiration or earlier termination of this Agreement:
9.4.1 Stop Work. Manager shall stop work under this
Agreement.
9.4.2 Orders. Manager shall place no further orders
or subcontracts for materials, services, or facilities.
9.4.3 Final Accounting. Manager shall deliver to
Owner, within thirty (30) days of termination, a final accounting, reflecting
the balance of income and expenses of the Property as of the date of
termination.
9.4.4 Funds. Manager shall deliver to Owner any
monies of Owner or tenant security deposits, or both, held by Manager with
respect to the Property, together with an accounting therefor.
9.4.5 Books and Records. Upon request, Manager shall
deliver to Owner, or such other person or persons designated by Owner, the Basic
Documents, and copies of all books and records of the Property, all plans,
specifications, permits, contracts, leases and any other property or
documentation associated with the Property and not owned by Manager but which is
in Manager's possession or control. Upon request, all such information will be
provided electronically.
9.4.6 Service Contracts. Manager shall assign,
transfer, or convey to Owner or such other person or persons designated by
Owner, all service contracts relating to or used in the management, leasing,
operation and maintenance of the Property.
9.4.7 Continuing Covenant. Manager shall refer
questions or requests from tenants on the Property regarding the Property to
Manager's replacement.
Upon any termination of this Agreement pursuant to this
Section 9, the obligations of the parties hereto (except those specified as
surviving) shall cease as of the date specified in the notice of termination,
except that Manager shall comply with the applicable provisions hereof and shall
be entitled to receive any and all compensation that may be due Manager
hereunder at the time of such termination.
10. (Deliberately Omitted)
11. Assignment. Manager may not assign, hypothecate or transfer this
Agreement without the prior approval of Owner.
12. No Waiver. The failure of either party to seek redress
for breach, or to insist upon the strict performance of any covenant, agreement,
provisions or condition of this Agreement shall not constitute a waiver thereof,
and both parties shall have all remedies provided herein and by applicable law
with respect to any subsequent act that would have originally constituted a
breach.
13. Licenses. Manager, at all times hereunder, shall, at Manager's sole
cost and expense, obtain and maintain any and all licenses, permits and other
governmental consents required in order for Manager to perform its obligations
hereunder.
14. Notices. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed given or made by personal delivery, by
overnight courier, or by mailing the same by United States certified or
registered mail, return receipt requested, postage prepaid, and addressed as set
forth in the Basic Information Sheet. Either party hereto may from time to time
by notice in writing served on the other party as aforesaid, designate a
different mailing address or different person(s) to which all such notices are
thereafter to be addressed.
15. Confidentiality and Nondisclosure. Manager shall hold in strictest
confidence all operating information and all financial information pertaining to
the Property. Manager shall immediately notify Owner if Manager receives a
request from a third party for the disclosure of information related to the
Property.
16. Benefit; Liability. This Agreement and all of the terms, covenants
and conditions hereof shall extend to the benefit of, and be binding upon, the
respective successors, and permitted assigns of the parties hereto. This
Agreement, and any liability that may arise as a consequence of the execution of
this Agreement by or on behalf of Owner shall be the liability of Owner and not
the personal liability of any trustee, officer, employee or agent of Owner.
17. Captions. The captions of this Agreement are inserted only for the
purpose of convenient reference and do not define, limit or prescribe the scope
or intent of this Agreement or any part hereof.
18. Construction. Each party participated in the preparation of this
Agreement personally and with the benefit of counsel. If this Agreement is ever
construed by a court of law or equity, such court shall not construe this
Agreement or any provision hereof more harshly against any party as drafter.
19. Applicable Law. This Agreement shall be construed in accordance
with the laws of the state in which the Property is located. Owner and Manager,
by execution of this Agreement, acknowledge and submit to the jurisdiction of
the Courts of such state in this matter.
20. Entire Agreement. This Agreement, including any exhibits and
addenda attached hereto, embodies the entire understanding of the parties, and
there are no further agreements or understandings, written or oral, in effect
between the parties relating to the subject matter hereof.
21. Attorneys' Fees. In the event of any litigation between Owner and
Manager arising out of the obligations of Owner or Manager under this Agreement
or concerning the meaning or interpretation of any provision contained herein,
the losing party shall pay the prevailing party's costs and expenses of such
litigation, including, without limitation, reasonable attorneys' fees.
22. Owner's Representative. Owner may, by written notice to Manager,
delegate all or any portion of its authority hereunder to a designated
representative of Owner. All decisions made by Owner's designee shall be binding
on Owner until Manager has received written notice of Owner's termination of
such delegation.
23. Nondiscrimination. Manager shall not discriminate against any
employee or applicant for employment because of race, color, sex, religion,
national origin, creed, marital status, age, or the presence of any sensory,
mental or physical handicap.
24. Owner's Consent. Owner agrees to use its commercially reasonable
efforts to respond to all matters requiring Owner's consent or approval herewith
within five (5) business days of Owner's receipt of such information from
Manager for which Owner's consent or approval is required. Owner further
acknowledges and agrees that Manager may rely upon the instruction, direction,
approval and consent given by Owner's Representative, in the same manner as if
Owner had given such instruction, direction, approval and consent; and that any
submissions for such approval or consent may be direct by Manager solely to
Owner's Representative; and that delivery or notice to Owner's Representative of
any notice or submission shall be deemed effective delivery or notice to Owner.
25. Venue. Any action related to this Agreement shall be filed in the
State in which the Property is located.
26. Treatment of Assets.
26.1 Title to all property furnished by Owner shall remain
Owner's. Title to all property purchased by Manager for which Manager is
entitled to be reimbursed as a direct item of cost under this Agreement shall
pass to and vest in Owner upon the expiration or earlier termination of this
Agreement.
26.2 Any property of Owner furnished to Manager shall, unless
otherwise provided in this Agreement, or approved by Owner, be used only for the
performance of this Agreement.
26.3 If any of Owner's property is lost, destroyed or damaged,
Manager shall immediately so notify Owner and shall take all reasonable steps to
protect the property from further damage.
27. Amendment. Any alteration, amendment, modification or waiver of any
clause or condition of this Agreement shall not be effective or binding unless
made in writing and signed by both parties hereto.
28. Disputes; Arbitration. Manager and Owner agree that all disputes
arising between Manager and Owner with respect to the terms of this Agreement
shall be resolved by means of binding arbitration in accordance with the then
applicable commercial arbitration rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrators may be entered into any
court of competent jurisdiction. Depositions may be taken and other discovery
obtained during such arbitration proceedings to the same extent as authorized in
civil judicial proceedings in the state in which the Property is located. The
arbitrator shall be limited to awarding compensatory damages and shall have no
authority to award punitive, exemplary or similar type damages. The cost of the
arbitration proceedings shall be borne by the losing party; the respective
parties shall bear the costs and fees of their respective counsel.
29. Time. Time is of the essence in the performance of the parties'
obligations under this Agreement. The parties acknowledge and agree that
notwithstanding that this Agreement may have been executed after the Effective
Date, the parties have complied and performed the terms of the Agreement since
the Effective Date.
30. Management Office. Owner shall provide Manager, at Owner's sole
cost and expense, with a rent-free office on the Property for the purpose of
performing Manager's obligations under this Agreement. Currently Manager
occupies approximately 10,000 sf on the ground floor of Plaza II which is used
by the building operational employees and by the building contractors and
approximately 3,000 sf on the 4th floor of Plaza II. If Owner requires Manager
to relocate, Owner will provide Manager with alternative space which is
reasonably acceptable to Manager. Owner shall supply such office furniture,
telephone service, copying machines, typewriters, computers and other business
machines as was provided by the previous owner of the Property.
31. Prohibition Against Recordation. This document may not be recorded
against the Property.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Owner:
CALI HARBORSIDE (FEE)
ASSOCIATES, L.P., a New Jersey
limited partnership
BY: Cali Sub X, Inc., a Delaware
corporation, its General Partner
BY:
Name:
Title:
CALI HARBORSIDE PLAZA I (FEE)
ASSOCIATES L.P., a New Jersey
limited partnership
BY: Cali Sub X, Inc., a Delaware
corporation, its General Partner
BY:
Name:
Title:
PLAZA II AND III URBAN RENEWAL
ASSOCIATES L.P., a New Jersey
limited partnership
By: One Exchange Place Corporation,
a Delaware corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR II & III URBAN RENEWAL ASSOCIATES L.P.,
a Delaware limited partnership
By: Cali Sub X, Inc., a New Jersey
corporation, its General Partner
By:
Name:
Title:
PLAZA IV URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: One Exchange Place Corporation,
a New Jersey corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR IV URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub X, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
PLAZA VI URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: One Exchange Place Corporation,
a New Jersey corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR VI URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub XI, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
PLAZA V URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: One Exchange Place Corporation,
a Delaware corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR V URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub XI, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
NORTH PIER URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: One Exchange Place Corporation,
a Delaware corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR NO. PIER URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub XI, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
SOUTH PIER URBAN RENEWAL ASSOCIATES L.P., a New Jersey
limited partnership
By: One Exchange Place Corporation,
a Delaware corporation, general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CAL-HARBOR SO. PIER URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub XI, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
HARBORSIDE EXCHANGE PLACE LIMITED PARTNERSHIP,
a New Jersey limited partnership
By: Two Harborside Corp., a Delaware corporation,
its General Partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President
CALI-HARBOR VII URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership
By: Cali Sub XI, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
Manager: Institutional Realty Management, LLC
By:________________________
Print
Name:
Print
Title:
Exhibit A
Legal Description of Land
Exhibit B
[Intentionally Deleted]
Exhibit C
Reporting Requirements
Monthly Reports
By the 15th Day of the Following Month
1. Executive Summary
2. Leasing Reports:
a. Rent Roll
b. Physical Occupancy Report
c. Tenant Litigation Report
d. Leasing prospects, including renewals and expansions
3. Financial Reports (Accrual):
a. Balance Sheet (GAAP)
b. Income Statement
c. Statement of Cash Flows (Sources and Uses)
d. Budget vs. Actual With Variance Amounts -
Statement of Operations
e. Y-T-D Variance Explanation(1) of Budget vs. Actual
f. Trial Balance
g. Check/Disbursement Register
h. Accounts Payable Listing
i. Management Fee Computation
j. Capital Expenditures (Budget vs. Actual),
with Y-T-D variance explanation
k. Bank Statements
l. Bank Reconciliations
-------------
1. Variance Scope
Comparison to year-to-date budget, including explanations for variances
greater than 7.5% and $20,000.
4. Accounts Receivable Reports:
a. Accounts Receivable Aging Report with narrative for rents
over 90 days past due
b. Tenant Receivable Ledger Report - Charges and Collections
by Tenant and charge type
c. Reconciliation of Aged Tenants Account Receivable Balance
to total receivable per per Balance Sheet
d. Analysis of Allowance for Doubtful Accounts, by tenant
e. Bad Debt/Write-Off Schedule, by tenant
5. Operations Reports:
a. Report of Property Operations, including staffing,
engineering, maintenance & repairs, security incidents,
etc.
b. Report of any emergency repair expenses incurred during
the report period.
c. Report of tenant complaints for the month and a schedule
of corrective measures and related costs
d. Report of violations and other notices from any
governmental authority, agency or department, insurance
company, board of fire underwriters, or similar body, and
schedule of corrective measures and related costs
e. Report of any personal injury, property damage or
violation of public or building regulations suffered or
claimed by a third party or tenant
Exhibit D
[Intentionally Deleted]
Exhibit E
Dedicated On-Site Employees
