EXHIBIT 10(j)
Reimbursement Agreement between CRIIMI MAE Management, Inc.
and C.R.I., Inc.
CRI/CRIIMI
REIMBURSEMENT AGREEMENT
THIS CRI/CRIIMI REIMBURSEMENT AGREEMENT (this "Agreement") is made
effective as of 11:59 p.m. on this 30th day of June, 1995, by and between CRIIMI
MAE Management, Inc., a Maryland corporation (the "Company") and C.R.I., Inc., a
Delaware corporation ("CRI").
R E C I T A L S
WHEREAS, CRI, for itself and/or its affiliates, desires to avail itself of
the experience, advice and assistance of employees of the Company in the
performance of certain activities;
WHEREAS, the Company desires to provide such assistance to CRI.
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) The Company shall render or cause to be rendered to CRI, upon
request of CRI, such services as are required by CRI and which the Company is
able and willing to render, including those services listed on Exhibit A,
attached hereto and made a part hereof, upon the hourly rates or predetermined
fees set forth or referred to thereon or otherwise agreed to. The rates or fees
to be charged by the Company are intended to allow the Company to recover only
its costs and expenses, including allocable overhead, without realizing any
profit and any changes in such rates or fees shall be made only to reflect
increases in such costs and expenses.
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 automatically renewed for successive one (1) year terms
(each a "Term Year"), until terminated. Either party may terminate this
Agreement by giving the other party at least sixty (60) days' prior written
notice.
3. Reimbursement
For the services rendered by the Company to CRI pursuant to this
Agreement, CRI shall pay to the Company the amounts due on a monthly basis as
invoiced to CRI. 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 CRI may reasonably request. The Company shall submit monthly invoices to CRI
by the tenth day of each month and shall receive payment within fifteen (15)
days after submission. The Company shall be entitled to a late payment in the
amount of four percent (4%) of the amount overdue for any payment not made by
CRI. The rates provided for in Exhibit A may be amended by the Company as
necessary to reflect changes in actual costs, including allocable overhead, to
perform the services.
4. 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 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. Adviser shall have no
recourse against the Company on account of the failure of the Company to render
the services as and when required hereunder.
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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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 and year
first above written.
CRIIMI MAE MANAGEMENT, 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
As requested by Adviser:
* Consulting Services with respect to ongoing litigation for CRI-affiliated
entities
* Investment of cash/cash management
