EXHIBIT 10(d)
Administrative Services Agreement between CRIIMI MAE Inc.
and C.R.I., Inc.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is made as of
11:59 p.m. this 30th day of June, 1995, by and between CRIIMI MAE Inc., a
Maryland corporation (the "Company") and C.R.I., Inc., a Delaware corporation
("CRI").
R E C I T A L S
WHEREAS, the Company is renting office space from CRI pursuant to a
Sublease of even date herewith (the "Sublease"); and
WHEREAS, the Company and its affiliated entities including, without
limitation, those listed on Exhibit A hereto ("Affiliates") wish to purchase and
acquire from CRI and/or affiliates certain administrative and office facility
services designed to assist the Company and its Affiliates in the cost-efficient
management of their corporate and business affairs, in the manner and pursuant
to terms and conditions as more specifically described herein; and
WHEREAS, CRI desires to provide or cause to be provided those services
requested by the Company and/or its Affiliates under such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Services to be Rendered
(a) CRI shall render or cause to be rendered to the Company and its
Affiliates, upon request of the Company and/or its Affiliates, those routine and
ordinary services listed on Exhibit B, attached hereto and made a part hereof,
upon the hourly rates or predetermined fees set forth or referred to thereon.
Such rates or fees shall not be changed for a period of one (1) year, commencing
on the date hereof, and are intended to allow CRI to recover only its costs and
expenses, including allocable employee benefits and overhead and return on
capital investments for telephone and computer equipment, without realizing any
profit.
(b) From time to time, the Company and/or its Affiliates may desire
additional services not specifically addressed in Exhibit B. For such
additional services, if requested and to the extent CRI is willing and able to
furnish such additional services, CRI will be compensated in amounts determined
based upon hours of service rendered and hourly rates set by CRI. The provision
of any such additional services by CRI, if such additional services are not of
the character of those set forth on Exhibit B, and the amount of compensation
therefor, shall be at all times on terms which are equal or no less favorable to
the Company and its Affiliates than could be obtained from unaffiliated third
parties for comparable services and which allow CRI to recover only its costs
and expenses, including allocable overhead, without realizing any profit.
(c) CRI shall obtain the approval of the Company's President,
Executive Vice President or Chief Financial Officer (or their designee) before
(i) performing services on any project for the Company or its Affiliates, the
payments for which services are expected to exceed $1,000 or (ii) engaging the
services of any third party consultant for the Company or its Affiliates, the
payments for which services are expected to exceed $1,000.
(d) Notwithstanding any other provisions set forth herein, CRI shall
not charge the Company or its Affiliates for services hereunder in an amount
greater than CRI charges any other party under an administrative services or
similar agreement for the same services.
2. Term
The initial term of this Agreement shall commence on the date hereof
and shall be for a period of one (1) year (the "Initial Term"). Thereafter,
this Agreement shall be renewable for successive one (1) year terms (each a
"Term Year") on such terms and conditions as may be agreed by the parties.
During the Initial Term, this Agreement may be terminated by the Company at any
time upon thirty (30) days' prior written notice. At any time after the Initial
Term, either party may terminate this Agreement by giving the other party at
least thirty (30) days' prior written notice. In addition, this Agreement shall
terminate, at CRI's option, upon the relocation by the Company to premises other
than those subleased to the Company by CRI pursuant to the Sublease.
3. Compensation
For the services rendered by CRI to the Company and/or its Affiliates
pursuant to this Agreement, the Company or its Affiliates shall pay to CRI the
amounts due on a monthly basis as invoiced to the Company. Such invoices shall
set forth in reasonable detail the services provided, the number of hours of
services rendered or fees charged, the identity of the individual(s) providing
the services and such other information as the Company and/or its Affiliates may
reasonably request. CRI shall submit monthly invoices to the Company by the
tenth day of each month and shall receive payment within fifteen (15) days after
submission. CRI shall be entitled to a late payment in the amount of four
percent (4%) of the amount overdue for any payment not made by the Company. The
rates provided for in Exhibit B may be amended by CRI at or as of the end of the
Initial Term and each subsequent Term Year.
4. Prevention of Performance
CRI shall not be determined to be in violation of this Agreement if it
is prevented from performing any of the obligations hereunder for any reason
beyond its reasonable control, including without limitation, acts of God, nature
or public enemy, strikes, or limitations of law, regulations or rules of the
Federal or of any state or local government or of any agency thereof.
5. Independent Contractor; Indemnification
(a) It is expressly agreed by the parties hereto that each is at all
times acting and performing hereunder as an independent contractor and not as
agent for the other, and that no act of commission or omission of either party
hereto shall be construed to make or render the other party its principal,
agent, partner, joint venturer or associate, except to the extent specified
herein.
(b) The Company and its Affiliates shall indemnify, defend and hold
CRI and its directors, officers, and employees harmless from and against all
damages, losses and out-of-pocket expenses (including reasonable attorney's
fees) incurred by them in the course of performing the duties prescribed hereby,
except for matters covered by Paragraph 5(c) below.
(c) CRI shall indemnify, defend and hold the Company and its
Affiliates, and their respective directors, officers, partners and employees
harmless from and against all damages, losses and out-of-pocket expenses
(including reasonable attorneys' fees) caused by or arising out of any willful
misconduct or gross negligence in the performance of any obligation or agreement
of CRI herein.
(d) Except as otherwise provided in Paragraph 5(c), CRI does not
assume any responsibility under this Agreement other than to render the services
called for under this Agreement in accordance with the terms hereof and in good
faith. The Company and its Affiliates shall have no recourse against CRI on
account of the failure of CRI to render the services as and when required
hereunder except as set forth in Paragraph 5(c) above.
6. Notices
(a) Each notice, demand, request, consent, report, approval or
communication ("Notice") which is or may be required to be given by either party
to the other party in connection with this Agreement and the transactions
contemplated hereby, shall be in writing, and given by telex, telegram,
telecopy, personal delivery, receipted delivery service, or by certified mail,
return receipt requested, prepaid and properly addressed to the party to be
served.
(b) Notices shall be effective on the date sent via telex, telegram
or telecopy, the date delivered personally or by receipted delivery service, or
three (3) days after the date mailed, to the addresses of the parties as set
forth below:
If to the Company: CRI Building
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx X. Xxxxxx
Senior Vice President
Chief Financial Officer
If to CRI: CRI Building
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx X. Xxxxxx
Chief Financial Officer
(c) Each party may designate by Notice to the other in writing, given
in the foregoing manner, a new address to which any Notice may thereafter be so
given, served or sent.
7. Entire Agreement
This Agreement, together with the Exhibits hereto, constitutes and
sets forth the entire agreement and understanding of the parties pertaining to
the subject matter hereof, and no prior or contemporaneous written or oral
agreement, understandings, undertakings, negotiations, promises, discussions,
warranties or covenants not specifically referred to or contained herein or
attached hereto shall be valid and enforceable. No supplement, modification,
termination in whole or in part, or waiver of this Agreement shall be binding
unless executed in writing by the party to be bound thereby. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision hereof (whether or not similar), nor shall any
such waiver constitute a continuing waiver unless otherwise expressly provided.
8. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, each of their respective successors and permitted assigns,
but may not be assigned by either party without the prior written consent of the
other party, and no other persons shall have or derive any right, benefit or
obligation hereunder.
9. Headings
The headings and titles of the various paragraphs of this Agreement
are inserted merely for the purpose of conveniences, and do not expressly or by
implication limit, define, extend or affect the meaning or interpretation of
this Agreement or the specific terms or text of the paragraph so designated.
10. Governing Law; Severability
This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, by the laws of the
State of Maryland. If any one or more of the provisions contained in this
Agreement or in any other instrument referred to herein shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, then in that
event, to the maximum extent permitted by law, such invalidity, illegality or
enforceability shall not affect any other provisions of this Agreement or any
other such instrument.
11. Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall be
considered one and the same instrument.
(Signatures Begin on the Following Page)
IN WITNESS WHEREOF, this Agreement has been executed as of the
day andyear first above written.
CRIIMI MAE INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Chairman
C.R.I., INC.
By: /s/ H. Xxxxxxx Xxxxxxxxxx
------------------------------------
Name: H. Xxxxxxx Xxxxxxxxxx
Its: President
Exhibit A
AFFILIATES
American Insurance Mortgage Investors (AIM 84)
American Insurance Mortgage Investors-Series 85 (AIM 85)
American Insured Mortgage Investors L.P.-Series 86 (AIM 86)
American Insured Mortgage Investors L.P.-Series 88 (AIM 88)
CRI/AIM Investment Limited Partnership (CRI/AIM)
AIM Acquisition Partners, L.P.
CRI Liquidating REIT, Inc.
CRIIMI, Inc.
AIM Mortgage, Inc.
Integrated Funding, Inc.
AIM Depositary Corporation
AIM Series 85 Depositary Corporation
AIM Third Series 86 Depositary Corporation
AIM Fourth Series 88 Depositary Corporation
CRIIMI MAE Management, Inc.
CRIIMI MAE Services, Inc.
CRIIMI MAE Services Limited Partnership
Exhibit B
SERVICES TO BE PROVIDED*
Tax Services
-- Tax planning, compliance, filing and research, or such other tax
services as may be requested from time to time
Computer Consulting Services
-- Consulting services, as desired by the Company, in connection with all
phases of the Company's computer systems
-- Computer usage charge - an allocation of CRI's computer costs for use
of the general computer systems (IBM 36, PC Network) plus a network
access charge of $16.50 per month per workstation
Risk Management Services
-- Supply support, purchasing and consulting services in connection with
the Company's insurance needs
Library Services
-- Purchasing assistance, other services as agreed by the parties, access
to existing library
Office Facility and Administrative Services
-- Office supplies (actual out-of-pocket costs)
-- Office services, including office security system, repairs and
maintenance, etc. (actual out-of-pocket costs where applicable, plus
pro rata portion of CRI's cost)
-- Use of telephone system (actual out-of-pocket costs directly related
to Company telephone usage plus pro rata portion of CRI's overall out-
of-pocket system costs, plus $9.00 per month per telephone extension)
Exhibit B (Continued)
-- Use of photocopy machines ($.10 per page for black and
white, $1.00 per page for color), telecopier machines and
postage meters (actual out-of-pocket costs)
-- Courier and delivery charges (actual out-of-pocket costs or,
in the case of regularly scheduled services, a pro rata portion of
CRI's cost)
-- Computer supplies (actual out-of-pocket costs) and
maintenance (pro rata portion of CRI's cost)
-- Part-time services (75%) of receptionist (75% of actual cost including
cost of benefits)
-- Part-time services of a secretary for each of H. Xxxxxxx Xxxxxxxxxx
and Xxxxxxx X. Xxxxxxx (approximately 50% each)
-- Payroll Assistance
Due Diligence Support
-- Assistance of personnel in connection with due diligence activities
-- Consulting services in connection with loan modifications,
refinancings and workouts
Legal Support
-- Assistance of paralegal for corporate and other matters as requested
* The per hour rate for each CRI employee providing the services listed
above, including allocable overhead, can be obtained for any year of the
term of this Agreement from CRI's Chief Financial Officer.
