FACILITIES OCCUPANCY, MANAGEMENT AND SUPPORT SERVICES AGREEMENT
FACILITIES
OCCUPANCY, MANAGEMENT AND SUPPORT SERVICES
AGREEMENT
This
Facilities Occupancy, Management and Support Service Agreement (this
“Agreement”) is entered into as of the first day of November, 2006, by and
between Citicorp North America, Inc. (“Manager”), a Delaware corporation having
an office at 0000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx, and The Student Loan
Corporation (“Customer”), a Delaware corporation having an office at 00 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxx.
WHEREAS,
Customer is the tenant of certain premises more particularly described in
Exhibit A attached hereto (the “Property”) in the building known as 00 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxx;
WHEREAS,
Customer desires continued occupancy rights, access to and use of the
Property;
WHEREAS,
Customer desires to obtain from Manager, in connection with its occupancy of
the
Property, certain facilities management and support services (“Services”) as set
forth in this Agreement, and
WHEREAS,
Manager
is willing to provide such occupancy rights, access to and use of the Property
and facilities management and support services on the terms and conditions
as
set forth in this Agreement.
NOW
THEREFORE,
in
consideration of a fee and of the mutual covenants and agreements hereinafter
set forth and other valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the parties agree as follows:
SECTION
A: OCCUPANCY
1. |
Access.
Subject to the terms and conditions of this Agreement, Manager hereby
grants to the Customer access to and use of a portion of the Property
(as
set forth in Exhibit A). Manager shall permit the customerto use
the
Property for the operation of the Business. The Customer, its employees,
agents and invitees shall have full and unlimited access to use the
Customer’s portion of the Property and the common area related thereto
only for the purposes described herein and, in its use of the Property,
the Customer shall observe the restrictions and any other rules or
regulations of Manager relating to the use of the Property. The Customer,
its employees, agents and invitees will have access to and use of
the
cafeteria, elevators and corridors during the term of this Agreement.
Manager shall not use, or permit the use of, the Property in a way
which
materially diminishes the rights granted to the Customer hereby.
Manager
shall cooperate with and accommodate the Customer, its employees,
agents
and invitees in providing reasonable access to the Property at all
times
to the same extent such access is available to Manager, subject only
to
restrictions agreed upon by the Customer, caused by intervention
of
governmental authority or force
majeure.
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1
2. |
Use.
The Customer shall use the Property only for substantially the same
purposes as they currently are used in connection with the operation
of
the Business, and shall comply with all laws, rules, regulations
and
ordinances at any time pertinent to the Property. The Customer
acknowledges that rules and regulations promulgated by Manager with
respect to the Property may be subject to change over time in Manager’s
reasonable discretion upon consultation with the
Customer.
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3. |
Parking
Spaces. Manager
shall provide adequate parking for the Customer’s employees, agents and
invitees at reasonable volume levels within the existing parking
area.
Space for handicapped persons and other special employees (such as,
by way
of example and not limitation, service incentive recipients) shall
be
provided in substantially the same manner as provided prior to the
date
hereof.
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SECTION
B
BUILDING
OPERATIONS AND EXPENSES
Property
Maintenance
Manager
shall use its best efforts to maintain the Property in substantially the same
manner as the Property had been maintained prior to the date hereof, reasonable
wear and tear excepted. Necessary repairs shall be made promptly and in
workmanlike manner. Manager shall provide exterior and interior building
structure, grounds, furniture, fixture and equipment maintenance and repair,
and
assume responsibility for the operating expenses of the Property (as set forth
in Exhibit B attached hereto).
SECTION
C
PREMISES
SERVICES
1. |
Services
to be Performed.
Manager shall perform the following services (the “Service”) for Customer
in connection with its occupancy of the Property as more full described
in
Exhibits B and C attached hereto:
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1. |
Real
Estate and Construction Services;
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2. |
Property
Management Services; and
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3. |
Life
Safety Services.
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To
Coordinate provision of the Services at the Property, a Site Manager located
on
premises will be assigned by Manager to support Customer. Although the Customer
may contact the Manager directly, the Site Manager will serve as a local contact
for the Customer’s routine needs. Upon request from Customer, other building
services may be performed by Manager as set forth in Exhibit D, at an additional
cost to the Customer.
2. |
Service
Standards.
During the Term (as hereinafter defined) of the Agreement, Manager
will
perform the Services in accordance with the standards set forth in
Exhibit
E attached hereto (“Service Level Standards”). Where appropriate, specific
MIS will be developed to measure Manager’s performance against Service
Level Standards. From time to time, Manager may request Customer
to
provide feedback in the form of meetings, questionnaires, or data
collection so that Manager is able to access its progress against
Service
Standards. Periodically, Manage will meet with Customer to formally
request feedback on the overall quality of the Services being provided,
identify areas for improvement and develop suggestions to improve
Service
delivery.
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2
3. |
Responsibility
of Customer.
Customer agrees to undertake certain obligations to facilitate Manager’s
provision of the Services, which shall include, without limitations,
the
following:
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Customer
will appoint as liaison with Coordinating Manager an individual (the “Customer
Coordinator”) who will be responsible for coordinating real estate,
construction, safety and property support services issues for Customer and
the
communication of other service-related issues between Customer and
Manager.
4. |
Authority
of Manager.
Manager shall perform the Service for Customer as an independent
contractor on a non-exclusive basis, and nothing contained herein
shall be
deemed to create any association, partnership, joint venture, or
relationship of employer and employee between the parties hereto
or any of
their respective affiliates or subsidiaries. Customer hereby appoints
Manager as its agent to negotiate and/or award any and all contracts
incidental and necessary to the performance by Manager of the Services
and
to approve and pay any and all invoices for services provided for
the
Property to the extent such contracts and invoices comply with Citicorp
policies. In each instance, Manager shall execute such contract or
approve
such invoices on behalf of Customer. Manager shall obtain and maintain
evidence of: (i) current liability insurance (including, without
limitation, employer’s liability, automobile liability and comprehensive
general liability) in such amounts as shall be determined by Manager,
(ii)
fidelity insurance containing a third party endorsement, if available,
in
form and amounts determined by Manager, and (iii) worker’s compensation
insurance in statutory amounts, from all third parties performing
Services
specified herein or such other services as customer shall request
from
Manager from time to time in writing, except that Manager shall have
authority to perform those acts incidental and necessary to its
performance hereunder.
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5. |
Compliance
with Laws.
Each party hereto agrees that it shall comply with all applicable
federal,
state, and local laws, ordinances, codes and regulations in the
performance of its obligations under this Agreement, including the
procurement of permits and certificates where required. If at any
time
during the term of this Agreement, a party is informed or information
comes to its attention that it is or may be in violation of any law,
ordinance or code (or if it is so determined by any court, tribunal
or
other authority), that party shall immediately take all appropriate
steps
to remedy such violation and comply with such law, regulation, ordinance
or code in all respects. Further, each party shall establish and
maintain
all proper records (particularly, but without limitation, accounting
records) required by any law, code of practice or corporate policy
applicable to it from time to time.
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6. |
Indemnification.
Each party to this Agreement shall indemnify and hold harmless the
other
party and any of its directors, officers, employees and agents from
and
against any action or threatened action, suit or proceeding arising
out of
or as a result of, the indemnifying party’s performance under this
Agreement and against any and all claims, expenses, losses or damages
(including reasonable attorneys’ fees that result from the actions or
inaction of the indemnifying party); provided, however, that in no
event
shall a party to this Agreement be obligated for any claims, expenses,
losses, or damages resulting from the negligent or willful acts or
omissions of the other party, its agents, employees or
subcontractors.
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A
party
seeking indemnification under this Agreement shall (i) give prompt written
notice to the indemnifying party as to the existence of the indefinable event,
(ii) provide such information, cooperation and assistance as may reasonably
be
necessary for the defense of such action or claim and (iii) grant full authority
to the indemnifying party to defend or settle such action or claim. A party
seeking indemnification shall not compromise or settle any action or claim
without the consent of the indemnifying party.
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7. |
Force
Majeure.
In
the event that either party is unable to fulfill any of its obligations
under this Agreement, other than the payment of money, because of
causes
beyond its reasonable control, such party will give immediate notice
thereof to the other party and, upon such notice being given, such
obligation or obligations shall be suspended during the continuance
of
such cause beyond such party’s control. Causes beyond a party’s control
shall include fire, flood or other natural disaster, wars, civil
wars,
riots or civil commotion; priorities or other government allocations
or
controls; lockouts, strikes or other work stoppages; interference
or
restraint of public authority (whether lawful or not); explosion
or
accident; epidemics or quarantine restrictions; or any cause which
it
cannot provide against by the exercise of reasonable
diligence.
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8. |
Confidentiality.
The Customer and the Manager agree that all information provided
pursuant
to this Agreement by each party to the other party is confidential
and
proprietary to the party providing the information and no party shall
use
any information provided by the other party for any purpose other
than as
permitted or required for performance under this Agreement. Each
party
agrees not to disclose or provide any information provided by the
other
party to any third party (with the exception of (i) any parent, affiliate
or subsidiary, which is bound to retain the confidentiality of the
information; (ii) employees who have a need to know in the course
of
performing Services pursuant to this Agreement, provided that such
employees are bound to retain the confidentiality of the information;
(iii) third party vendors as necessary for the Manager to provide
Services
to the Customer under this Agreement, provided that such vendors
are bound
to retain the confidentiality of this information; and (iv) the Customer’s
disclosure of data to its external auditors) without the express
written
consent of the other party, and each party agrees to take all reasonable
measures, including, without limitation, measures taken by each party
to
safeguard its own confidential information to prevent any such disclosure
by employees, agents, or contractors. In no event shall the Customer
divulge to any third party the contents in any invoices/charge
documentation that it receives from the Manager, without the written
consent of the Manager. Nothing provided herein shall prevent any
party
from disclosing information to the extent the information (i) is
or
hereafter becomes part of the public domain through no fault of that
party; (ii) is received from or furnished to a third party without
similar
restriction of the third party’s rights; (iii) is independently developed
by it; (iv) is disclosed pursuant to requirements of law; or (v)
is
already known to it. If either party hires another person to assist
it in
the performance of this Agreement, or assigns any portion of its
rights or
delegates any portion of its responsibilities or obligations under
this
Agreement to another persona, the assigning or delegating party shall
cause its assignee or delegate to be bound to retain the confidentiality
of the information.
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9. |
Taxes.
Customer shall pay all taxes levied or based upon the Services rendered
in
accordance with this Agreement, and Manager has the right to collect
any
and all applicable sales or use taxes from the Customer. If Manager
does
not impose sales and use taxes, then Customer agrees to self-impose
such
taxes on payments under this Agreement and shall not hold Manager
responsible for any unpaid taxes not charged or self-imposed by Customer.
Notwithstanding the foregoing provision, Customer shall have no liability
and Manager shall be solely responsible for the payment of any taxes
which
are based on Manager’s income and any assessments/penalties related
thereto.
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10. |
Assignment.
Neither party may assign any of its rights, obligations or
responsibilities under this Agreement at any time without the prior
written consent of the other (such consent not to be unreasonably
withheld), except that either party may assign such obligations and
responsibilities at any time to its parent or any of its subsidiaries
or
affiliates having reasonably adequate resources to perform the obligations
and undertake the responsibilities under this Agreement. All terms
and
conditions of the agreement shall be binding upon and shall inure
to the
benefit of the parties hereto and their successors and authorized
assigns.
Notwithstanding the foregoing, it is expressly understood and agreed
by
Customer that Manager may provide the Service through an affiliate
of
Manager or other third party.
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11. |
Corporate
Authority; Further Assurances.
Each party represents that it has taken all necessary corporate action
to
authorize the execution and consummation of this Agreement and will
furnish the other party with satisfactory evidence of same upon request.
Each party agrees to negotiate in good faith the execution of such
other
documents or agreements as may be necessary or desirable for the
implementation of this Agreement and the effective execution of the
transactions contemplated hereby, and will continue to do so during
the
term of the Agreement.
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12. |
Notices.
All notices, demands and other communications hereunder shall be
in
writing and shall be deemed given to the other party when delivered
in
person, by overnight delivery or sent by certified or registered
mail,
return receipt requested, postage prepaid, to the following
address:
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Manager: Citicorp
North America, Inc.
Attn: Xxxxxxxxx Xxxxxxx, VP/Sr. Asset Manager
0000 Xxxxxxxxxx Xxxxx, XX #000
X’Xxxxxx, XX 00000-0000
Customer: The
Student Loan Corporation
Attn: Legal Department
00 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SECTION
D FEE
1. |
Payment
for Services and Expenses.
As compensation for the Occupancy, and Facility Management and Support
Services, Customer shall pay to Manager or such third party as Manager
may
designate, on or before the tenth (10th)
day of every month, the amount set forth in Exhibit F attached hereto
(the
“Fee”), which fee represents the fair market value of the use of the
Property and Services provided. Manager and Customer agree to renegotiate
the fee in good faith on an annual basis, such new fee to be effective
for
a twelve (12) month period beginning January 1st
of
each year, but subject to adjustment during that twelve month period
if
required due to change(s) in level of Service, execution of major
projects
or scope of Customer’s tenancy. Customer further agrees to reimburse
Manager for any third party fees or expenses which Manager may be
requested to incur as a direct result of providing any Service hereunder
to the extent such third party fees and expenses comply with Citigroup
policies. All other costs for Services not specifically provided
for in
this Agreement will be negotiated between Customer and Manager. Any
proposed change to the Fee resulting from a change in the level or
nature
of the Services provided or an increase in the Customer’s occupancy square
footage must be approved in writing by Customer and Manager prior
to the
change. A change in Customer’s square footage occupancy shall result in a
corresponding change to the fee and space allocation, such change
to be
approved in writing by Manager and
Customer.
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Customer
shall have the right, during normal business hours, to inspect Manager’s books
and records with respect to the Services. Manager shall keep adequate records
of
its Services hereunder and all costs and expenses associated
therewith.
Term
and Termination.
This
Agreement shall commence on the date hereof and will continue in full force
and
effect until May 31, 2014, or sooner termination, provided any such sooner
termination is previously mutually agreed to by Manager and
Customer.
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Entire Agreement. This Agreement is the sole agreement between the parties with respect to the provision of the Services, and supercedes all prior oral or written agreements for the Services. This agreement may be signed in counterparts, all of which taken together shall constitute one instrument. This Agreement may be amended only by the written agreement of the parties.
Waiver.
Either
party may delay or forego exercising any of its rights under this Agreement
without waiving any of its rights.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date first
written above.
CUSTOMER: MANAGER:
The
Student Loan Corporation Citicorp
North America, Inc.
By:
/s/ X X Xxxxxxx By:
/s/ Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxx
Title: President
and CEO Title:
Sr. Vice President
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EXHIBIT
A
PROPERTY
For
purposes of this Agreement, in 2006, the Customer occupies approximately
Seventy-one thousand eight hundred eighty-three (71,883) rentable square feet
of
office space and allocated common space at the Property located at 00 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxx.
Effective
January 1, 2007, Customer’s allocated rentable square footage shall be 75,596
rentable square feet.
The
Customer’s rentable square footage is subject to annual adjustment during the
term of this Agreement, upon the terms and conditions of this
Agreement.
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EXHIBIT
B
PREMISES
SERVICES INCLUDED IN FEE
· |
Base
Building Operations
|
o |
Property
and School Taxes including any levies or special
assessments
|
o |
Utilities
services including heat, electricity, water and gas/oil. All
telecommunications usage expenses associated with the Customer will
be the
sole responsibility of the
Customer.
|
o |
Security
Systems maintenance and repair
|
o |
Building
Access Control and Security Maintenance and
Repair
|
o |
Electrical
distribution System Maintenance and
Repair
|
o |
Emergency
Generator, transfer switch, UPS System Maintenance and
Repair
|
o |
HVAC
Systems Maintenance and Repair
|
o |
Life/Fire/Safety
Systems Maintenance and Repair
|
o |
Interior
and Exterior water systems Maintenance and
Repair
|
o |
Roof,
structure, glass, building structure Maintenance and
Repair
|
o |
Parking
Lot Maintenance (including resurfacing as needed, plowing and
salting)
|
o |
Exterior
Building Signage and Flag Pole Maintenance and
Repair
|
o |
Exterior
Landscape service
|
o |
Interior
office/common area plant care (excludes any employee purchased
plants)
|
o |
Light
bulb/Lighting replacement
|
o |
Environmental
monitoring, maintenance and repairs as
needed
|
o |
Elevators
maintenance and repair
|
o |
General
touch-up building interior painting
|
· |
Building
Services
|
o |
Cleaning
services (Including vacuuming, general dusting, lavatory cleaning
and
supply replacement, floor washing, window cleaning, carpet shampoo
maintenance program
|
o |
Emergency
Lock replacement or access service (Furniture and
Office)
|
o |
Coordinate
and implement fire and safety evacuation
plans
|
o |
Rubbish
collection and removal
|
o |
Recycle
collection and removal
|
o |
Pest
Control
|
o |
Minor
furniture repairs/replacement
services
|
o |
Minor
AV support and presentation set up services (Excluding cost of out-source
labor or equipment if required)
|
o | Building Furniture Storage Management (Does not include businesses supplies and equipment storage costs) |
o |
Restack
coordination and implementation services (excludes actual cost of
labor,
equipment, telecom charges or any other hard costs associated with
a move
or cubical reconfiguration).
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EXHIBIT
C
SERVICES
The
Services to be provided pursuant to this Agreement shall include the
following:
· |
Real
Estate and Construction Services, including
without limitation, site acquisitions, property disposition, leasing,
construction project management, relocation and space
planning.
|
· |
Property
Management Services,
including, without limitation, maintenance operations, contract building
services, occupancy expense management and leased property
administration.
|
· |
Life
Safety Management Services,
including, without limitation, physical security, safety management
and
environmental management.
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1. |
REAL
ESTATE and CONSTRUCTION
SERVICES
|
· |
Leasing/Site
Acquisitions
|
With
respect to leasing, upon request from the Customer, Manager will review existing
availability of Citicorp properties, secure as necessary, brokers and legal
counsel to satisfy leasing objectives; and negotiate lease terms on behalf
of
Customer. Customer will have final approval of any proposed lease as well as
the
expense associated therewith.
With
respect to site acquisitions, upon request from Customer, Manager will perform
all necessary research, studies and analysis, and negotiate the acquisition
on
behalf of Customer. Such activities will be guided by objectives as provided
by
Customer. Legal fees and other third-party related charges associated with
the
acquisition shall be the responsibility of Customer. Customer will have final
approval of any proposed site acquisition as well as the expenses associated
therewith.
· |
Property
Disposition
|
Upon
request from Customer, Manager will review the market and obtain brokers as
required, and negotiate the sale, sublease or termination of the existing lease
on behalf of Customer. Legal fees and other third-party related charges
associated with the disposition will be the responsibility of Customer. Customer
will have final approval of any proposed disposition as well as the expense
associated therewith.
· |
Construction
Project Management
|
A
Project
Manager will be assigned with the responsibility for preparing project plans
and
schedules (utilizing a Citicorp approved architectural firm); coordinate
telecom/datacom requirements with CGTI; present for business approval drawings,
color and finish schemes, and prepare budgets and expense forecasts for Customer
to develop an MEP.
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Upon
receipt of an approved MEP, the Project Manager will select a general
contractor, prepare bid documents and award construction contracts on behalf
of
Customer. The Project Manager has the responsibility to take all steps necessary
to effectively manage and monitor the construction and installation (including
applicable systems and equipment) against the project plan, schedule and budget.
Customer will continually be advised of project status including the cost and
timing implication of out-of-scope additions or deletions. All construction
activities, signage, etc., and the acquisition of FF&E, artwork, etc., will
follow Citicorp policies and be in accordance with all applicable local, state
and federal ordinances, laws and regulations.
· |
Space
Planning
|
A
Space
Planning Manager will review with Customer various space requirements to achieve
a complete understanding of Customer’s operations and physical requirements,
including, without limitation; organizational structure; relationships and
interface requirements; and systems and equipment. A program report will be
prepared by the Space Planning Manager detailing the space requirements along
with the planning and design criteria.
· |
Continuity
of Business (COB) Planning
|
A
Project
Manager will review with Customer various COB requirements to achieve a complete
understanding of Customer’s operational and physical requirements. The Project
Manager will work with Customer to develop and maintain a COB plan as it
pertains to premises related issues.
2. |
PROPERTY
MANAGEMENT
|
· |
Maintenance
Operations
|
A
Maintenance Operations Manager will provide, directly through contract vendors
or, where Customer leases the Property, indirectly through Landlord, appropriate
services to maintain, and when necessary repair, the structural elements and
mechanical systems of the Property, including, without limitation, signage;
HVAC; electrical and plumbing systems; structural components; janitorial and
carpentry services; painting; and carpet cleaning.
Maintenance
service can be regularly requested by Customer as may be required utilizing
a
work-order system. For emergency conditions/situations, Customer may contact
Manager directly. Manager agrees to provide Customer with such emergency
services are required after normal working hours.
· |
Contract
Building Services
|
Utilizing
industry standards and the requirements of Customer, Manager will prepare
specifications and bid documents, award service contracts and, in conjunction
with the Site Manager, implement a quality assurance program to ensure that
optional performance is continually provided by the third party
contractors.
· |
Occupancy
Expense Management
|
Manager
will develop with Customer all premises related budgets and will regularly
monitor and maintain actuals and forecasts for Customer on a per Property basis.
This includes all capital maintenance and project (WIP) related accounting
practices. Where applicable, Manager will perform occupancy allocations based
on
square footage.
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· |
Leased
Property Administration
|
Manager
is responsible for the verification and payment of rent on leased facilities.
Where applicable, Manager will also perform/process receivables on tenant
related spaces/facilities and oversee payment and where appropriate, the
protesting of real estate taxes. Property information will be maintained so
that
critical information pertaining to lease provisions and physical characteristics
of the Property are adequately maintained and made readily available to
Customer.
3. |
LIFE
SAFETY MANAGEMENT
|
All
safety, security and environmental activities will be performed in accordance
with all applicable local, state and federal codes, ordinances, laws and
regulations. Manager will interpret regulatory matters as required and inform
Customer of any regulatory concerns which may impact its operation. On behalf
of
Customer, Manager will ensure adherence with local, state and federal codes,
laws and ordinances and Citicorp policy. Manager will be available to consult
with Customer on these matters as may be required.
· |
Safety
Management
|
Manager
will regularly perform audits of the Property following the Citicorp Safety
& Fire Prevention Program, Occupational Safety & Health Act (OSHA), and
other standards or laws which may be imposed on Customer. These audit findings
will be reported to Customer and will identify any corrective action needed.
Manager will also provide specialized training as may be required by Citicorp
policy or governmental agencies.
· |
Environmental
Management
|
Manger
will perform environmental assessments to determine the presence of any health
or environmental risks associated with the Property. A typical assessment will
include; prior and present use; neighboring activities; underground storage
tanks; asbestos; and PCB’s. Based on findings of an assessment, Manager will
implement, with Customer, appropriate risk management plans, including, without
limitation, an operations and maintenance (O&M) program and abatement or
remediation action.
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EXHIBIT
D
PREMISES
SERVICES AVAILABLE AT ADDITIONAL CHARGE
· |
Project
Management
|
o |
Consultants
(Architects, Engineers, etc.)
|
o |
Construction
of interior office space
|
o |
Furniture
|
o |
Relocation
Services
|
· |
Supplemental
Cleaning Services (Including
Furniture)
|
· |
Free-Standing
Water Cooler Installation and
Servicing
|
· |
Painting
(outside of General Maintenance &
Upkeep/Touch-up)
|
· |
Xxxxxx
assistance for special services, events, staff moves, shelving and
furniture installation or moves)
|
· |
Cubicle
reconfiguration
|
· |
Ordering
and installation of name plates, poster boards, interior &
exterior business specific signage
|
· |
Minor
data and telcom cabling
|
· |
Facilitating
locksmith services for safes or other secured areas (Common office
furniture and office door lock repair and replacement included in
base
fee)
|
This
listing represents services most frequently requested, and is not intended
to be
all inclusive.
Services
are building-specific to 00 Xxxxxxx Xxxx, Xxxxxxxxx Xxx Xxxx.
12
EXHIBIT
E
SERVICE
LEVEL STANDARDS
The
following is an outline of Service Level Standards and associated response
times
to those services:
ITEM | COVERAGE | RESPONSE TIME |
Emergency Situations
|
24 hours a day
7 days a week
|
Immediate
|
Building Critical Systems
|
24 hours a day
7 days a week
|
Immediate
|
Security
Services
|
24
hours a day
7
days a week
|
Immediate
|
Furniture & Equipment*
(Repairs and purchases)
|
8am
- 5pm
Monday
- Friday
|
10
Business Days
|
Maintenance & Repair
|
8am
- 5pm
Monday
- Friday
|
10
Business Days
|
Financial Reporting
|
8am
- 5pm
Monday
- Friday
|
20 Business Days
|
Staffing
A
minimal
level of staffing will be established to maintain the Property. The primary
responsibility of these individuals will be the Xxxxxxx Road premises. The
minimum level of staffing will be as follows:
(1) |
Building
Operations Manager
|
*Subject
to Citicorp Purchasing Policies
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EXHIBIT
F
FEE
The
Fee
for the Occupancy of the Property and Services provided by Manager to Customer
in 2006 shall be an estimated sum of approximately Two Million Three Hundred
Three Thousand One Hundred Thirty-One Dollars and Thirty-Two Cents
($2,303,131.32) per annum, payable in estimated monthly installments of
approximately One Hundred Ninety-One Thousand Nine Hundred Twenty-Seven Dollars
and Sixty-One Cents ($191,927.61).
The
estimated Fee for the Occupancy of the Property and Services provided by Manager
to Customer in 2007 shall be Two Million Three Hundred Seventy-Four Three
Hundred Eighty-Five Dollars and Ninety Cents ($2,374,385.90) per annum, payable
in estimated monthly installments of approximately One Hundred Ninety-Seven
Thousand Eight Hundred Sixty-Five Dollars and Forty-Nine Cents
($197,865.49).
The
Fee
for Occupancy and Services is subject to annual adjustment during the term
of
this Agreement, upon the terms and conditions of this Agreement.
14
EXHIBIT
G
Total
Site 2007 forecast as of Aug 15, 0000
|
XXXXXXXXX,
XX (XXXXXXX XX)
|
|||||||||||||
Forecast
|
||||||||||||||
Xxxxxxx
Road = 78,993 RSF Total
|
Year
2007
|
|||||||||||||
SLC
= 75,596 RSF (95.7%)
|
Rate
|
|||||||||||||
CIB
COB = 3,397 RSF (4.3%)
|
Per
RSF/Yr
|
|||||||||||||
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
Full
Year
|
78993
|
|
Base
Rent
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
116,366
|
1,396,392
|
$
17.68
|
Utilities
Paid to Landlord
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
10,210
|
122,520
|
$
1.55
|
Oper
Exp/Escalations Paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
20,000
|
20,000
|
$
0.25
|
Rent
Expense - GAAP Adjust
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
7,622
|
91,460
|
$
1.16
|
Rent
Paid
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
134,198
|
154,198
|
1,630,372
|
$
20.64
|
Depreciation
Leashold Improvement
|
15,622
|
15,622
|
15,622
|
15,622
|
15,622
|
15,741
|
12,069
|
10,864
|
10,864
|
10,864
|
10,864
|
10,864
|
160,240
|
$
2.03
|
Cleaning
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
7,725
|
92,700
|
$
1.17
|
Maintenance
Contracts
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
2,800
|
33,600
|
$
0.43
|
Repairs
|
-
|
-
|
6,000
|
-
|
-
|
-
|
-
|
2,100
|
2,400
|
154
|
-
|
-
|
10,654
|
$
0.13
|
Miscellaneous
(Xxxxx. Supplies, Etc.)
|
713
|
1,430
|
200
|
1,943
|
200
|
1,430
|
713
|
1,430
|
200
|
1,943
|
200
|
1,430
|
11,830
|
$
0.15
|
Premises
|
161,057
|
161,775
|
166,545
|
162,287
|
160,545
|
161,894
|
157,504
|
159,117
|
158,187
|
157,683
|
155,787
|
177,017
|
1,939,396
|
$
24.55
|
Depreciation
Furniture
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
11,152
|
133,824
|
$
1.69
|
CGIN
Telecom Chargebacks
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
300
|
3,600
|
$
0.05
|
COF
/ Interest Expense
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
9,000
|
108,000
|
$
1.37
|
Total
Premises Expense
|
181,509
|
182,227
|
186,997
|
182,739
|
180,997
|
182,346
|
177,956
|
179,569
|
178,639
|
178,135
|
176,239
|
197,469
|
2,184,820
|
$
27.66
|
CRS
Overhead (Salaries, Etc.)
|
25,247
|
24,529
|
19,759
|
24,017
|
25,759
|
24,410
|
28,800
|
27,187
|
28,117
|
28,621
|
30,517
|
9,287
|
296,252
|
$
3.75
|
Total
CRS Direct Charge - Xxxxxxx Xx.
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
206,756
|
2,481,072
|
$
31.41
|
SLC
|
2,374,386
|
|||||||||||||
CIB
|
106,686
|
15