Exhibit 10.4
MANAGEMENT AGREEMENT
Between
FSP 00 Xxxxx Xxxxx Xxxxxx Corp.
and
Xxxx Companies US, Inc.
for
The Retek Building
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
November 8, 2006
MANAGEMENT AGREEMENT
TABLE OF CONTENTS
Page No.
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SECTION 1. APPOINTMENT OF MANAGER........................................1
SECTION 2. MANAGEMENT SERVICES...........................................2
2.1. Initial Document Requirements.................................2
2.2. Project Orientation...........................................2
2.3. Manual........................................................3
2.4. Management of the Project.....................................3
2.5. Use and Maintenance of the Project............................3
2.6. Specific Duties of Manager....................................3
SECTION 3. CONTRACTUAL AUTHORITY AND SELF-DEALING........................9
3.1. Approval of Contracts.........................................9
3.2. Self-Dealing..................................................9
SECTION 4. COMPENSATION FOR PROJECT SERVICES.............................9
SECTION 5. LEASING SERVICES OF THE MANAGER..............................10
5.1. Lease Negotiation............................................10
5.2. Leasing Commissions..........................................10
5.3. Use of Legal Assistance......................................10
SECTION 6. ACCOUNTING, RECORDS, REPORTS.................................10
6.1. Record.......................................................10
6.2. Monthly Reports and Performance..............................11
6.3. Marketing Reports............................................12
6.4. Annual Budget................................................12
6.5. Tenant Reconciliations.......................................12
6.6 Additional Information.......................................12
6.7. Audit........................................................13
SECTION 7. EXPENSES.....................................................13
7.1. Expenses of the Owner........................................13
7.2. Non-Reimbursable Expenses....................................13
7.3. Expenditure Authorization and Reimbursement..................13
SECTION 8. INDEMNIFICATION..............................................14
8.1. Indemnification by Manager in favor of Owner.................14
8.2. Indemnification by Owner in Favor of Manager.................15
8.3. Waiver of Subrogation........................................15
8.4. Survival.....................................................15
SECTION 9. TERMS AND TERMINATION........................................15
9.1. Terms........................................................15
9.2. Termination by Either Party Without Cause....................15
9.3. Termination for Cause........................................15
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9.4. Manager's Obligations After Termination......................16
SECTION 10. NO AGENCY....................................................17
SECTION 11. ASSIGNMENT...................................................17
SECTION 12. NO WAIVER....................................................19
SECTION 13. NOTICES......................................................19
SECTION 14. CAPTIONS.....................................................20
SECTION 15. APPLICABLE LAW...............................................20
SECTION 16. INVALIDITY...................................................20
SECTION 17. LIMITATION ON OWNER'S LIABILITY..............................20
SECTION 18. OWNER'S REPRESENTATIVES; CONSENTS AND APPROVALS..............20
SECTION 19. ENTIRE AGREEMENT.............................................21
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MANAGEMENT AGREEMENT
THIS AGREEMENT is made as of the day of November, 2006 by and between FSP
00 Xxxxx Xxxxx Xxxxxx Corp. (the "Owner"), whose principal office and place of
business is 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and
Xxxx Companies US, Inc. (the "Manager"), whose principal office and place of
business is 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
W I T N E S S E T H:
WHEREAS, the Owner is the owner of a commercial property development
located at 00 Xxxxx Xxxxx Xxxxxx,_Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 (the
"Project or the "Property"); and
WHEREAS, the Owner desires to engage Manager as Owner's manager of the
Project with responsibilities for managing, operating, maintaining, servicing,
and to the extent applicable as set forth herein, leasing the Project and for
the performance on behalf of the Owner of all obligations of the Owner relating
thereto; and
WHEREAS, the Manager is willing to perform such services with regard to
the management, operation, maintenance, marketing, servicing and, to the extent
applicable, leasing of the Project (the "Project Services");
NOW THEREFORE, in consideration of the foregoing and of the full and
faithful performance by the Manager of all the terms, conditions and obligations
imposed upon the Manager hereunder, the Owner and the Manager hereby agree as
follows:
SECTION 1.
APPOINTMENT OF MANAGER
Owner appoints Manager, and Manager accepts appointment, as Owner's
manager of the Project on the terms and conditions hereof. Manager shall be
deemed to be an independent contractor. Nothing contained in this Agreement
shall be regarded as creating any relationship; employer- employee, joint
venture, partner, shareholder, or the like between Owner and Manager other than
as set forth in this Agreement. Each party represents and warrants to the other
that it has full right, power and authority (including any required licenses) to
enter into and carry out this Agreement. Manager by its execution hereof does
hereby accept such appointment as of the date first set forth above. Owner
acknowledges and agrees that the Project is only a portion of the "Project," as
such term is defined in that certain Reciprocal Easement and Operation
Agreement, dated September 27, 2000, and filed as Document No. 3324805 in the
Office of the Hennepin County Registrar of Titles, as amended (the "REOA").
Manager's duties under this Agreement do not include any of the duties of the
"Operator" (as such term is defined in the REOA) under the REOA. Notwithstanding
the foregoing, to the extent the Operator under the REOA is not obligated, or
otherwise fails, to perform any of the services set forth in this Agreement with
respect to the "Skyway Bridges" (as such term is defined in the REOA) that Owner
is obligated to operate and maintain pursuant to any of the skyway agreements
that are a part of the Basic Documents, Manager shall perform such services
pursuant to the terms of this Agreement and, in such event, such Skyway Bridges
shall be deemed a portion of the Project, as defined in the first "Whereas"
paragraph above, and managed, operated, maintained and serviced, as applicable,
as any other portion of the Project in accordance with the terms of this
Agreement.
SECTION 2.
MANAGEMENT SERVICES
2.1. Initial Document Requirements.
To the extent not already in Manager's possession, the Owner will
provide the Manager with:
(i) copies of (A) all occupancy leases for the Project ; (B)
all easements, declarations and other agreements affecting the Project; and (C)
all governmental licenses or permits for the Project (collectively, the "Basic
Documents");
(ii) all necessary records relating to the operation of the
Project and the personal property on the Project belonging to the Owner; and
(iii) all service contracts relating to the maintenance and
operation of the Project.
(b) Manager. The Manager, within thirty (30) days after receipt of
the documents listed in paragraph (a) above, shall prepare and submit to the
Owner a complete list of:
(i) Basic Documents;
(ii) books and records of the Owner held by the Manager;
(iii) personal property; and
(iv) service contracts.
(c) Subsequent Financing. In the event that at any time, the Owner
encumbers the Project with a loan or loans, Owner will provide Manager with
copies of the documents evidencing and securing such loan or loans and such
documents shall be included as Basic Documents.
The Manager shall be responsible for the due and proper maintenance of all items
listed in paragraphs (a) and (b).
2.2. Project Orientation. The Manager acknowledges that it will, within
said thirty (30) days, become fully familiar with all matters relating to the
operation of the Project, including the plans, layout, construction, location,
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character and operation of lighting, heating, plumbing and ventilation systems
and all other mechanical equipment, and the terms and conditions of all
licenses, permits, and agreements governing the ownership and operation of the
Property and the Project.
2.3. Manual. The Manager shall, upon execution of this Agreement, provide
the Owner with a copy of any and all of the Manager's existing standard
operating procedures manuals, if any, covering its operational and fiscal
procedures employed in managing the Project.
2.4. Management of the Project. The Manager shall devote its best efforts
consonant with first-class professional management to serving the Owner as
manager of the Project, and shall perform its duties hereunder in a diligent,
careful and vigilant manner to provide the Project Services in a first-class
manner and to preserve and protect the interests of the Owner in the Property
and the Project.
The Manager shall make available to the Owner the full benefit of the
judgment, experience and advice of the members of the Manager's organization and
staff and will perform the Project Services to the extent they may be reasonably
requested by the Owner. The Manager shall act in a fiduciary capacity for the
proper protection of and accounting for the Owner's assets.
2.5. Use and Maintenance of the Project. The Manager agrees not to permit
or knowingly use the Project for any purpose which might void any policy of
insurance held by the Owner or which might render any loss insured thereunder
uncollectable, or which would be in violation of any governmental restriction,
any lender restriction, any deed, covenant, easement or requirement of any
indenture or other agreement governing the operation of the Project to the
extent the Manager is made aware of such restriction, easement or agreement.
It shall be the duty of the Manager at all times during the term of this
Agreement to operate and maintain the Project according to the highest standards
achievable and consistent with the expressed plan of the Owner.
The Manager shall use its best efforts to secure full compliance by the
tenants with the terms and conditions of their respective leases. The Manager
shall be expected to perform such other acts and deeds as are reasonable,
necessary and proper in the discharge of its duties under this Agreement.
2.6. Specific Duties of Manager. Without limiting the duties and
obligations of the Manager under any other provisions of this Agreement, the
Manager shall have the following duties and perform the following services.
(a) Moneys Collected. Collect all rent and other payments due from
tenants in the Project and any sums otherwise due the Owner with respect to the
Project in the ordinary course of business. The Owner authorizes the Manager to
request, demand, collect, receive and receipt for all such rent and other
charges in accordance with the specific provisions of the leases and other
agreements between the Owner and tenants.
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All moneys collected by the Manager shall be immediately deposited in the
separate bank account established by the Manager for such designated purpose;
(b) Bank Accounts Maintained by Manager. All bank accounts
maintained for the Project will be opened in the Owner's name. The Owner shall
first approve (i) any signatories of the Manager, and (ii) the banks selected
for all accounts. The Owner's officers will be designated as signatories on all
such accounts.
Funds in such account or accounts shall not be commingled with any other
funds of the Manager and will be disbursed in accordance with the specific
instructions of the Owner.
(c) Compliance with Basic Documents. The Manager, as the
representative of the Owner, shall duly and punctually perform and comply with,
or cause to be performed and complied with, all of the obligations, terms and
conditions required to be performed or complied with by the Owner or any
occupant of the Property under the Basic Documents, including without limitation
compliance with reporting, observance of negative covenants, conditions of
occupancy and other requirements. The Manager shall not be required to calculate
amounts payable to any lender under any mortgage loan or to any investors under
any organizational documents of the Owner, but at the Owner's written direction
shall pay such amounts out of bank accounts maintained for the Project provided
such accounts contain sufficient amounts for such payments. The Manager shall
notify the Owner immediately if such accounts contain insufficient funds for any
such directed payments.
(d) Taxes. Duly and punctually pay on behalf of the Owner, if the
Owner so directs and to the extent the Owner's funds are available for payment,
all real estate, personal property and other taxes and assessments due on the
Project or any part thereof, prior to the time that any penalties or interest
would accrue upon any such taxes or assessments (except such interest as may
accrue on an assessment payable on an installment basis which the Owner has
elected to pay on an installment basis) and provide copies of receipted bills to
Owner.
The Manager shall immediately upon receipt forward to the Owner copies of
all tax bills and notices of any change in the amount of real or personal
property assessments or taxes relating to the Project, and shall recommend, from
time to time, the advisability of contesting either the validity or the amount
thereof. The Manager shall assist the Owner or its agent in compiling all
necessary information in connection with any contest or appeal of any
assessments.
(e) Repairs and Maintenance. To the extent Owner provides funds
therefore, make all repairs and perform all maintenance on the building,
fixtures, equipment, personal property and grounds of the Project as required to
be made by the Owner under the Basic Documents and in accordance with standards
acceptable to the Owner. The Manager shall conduct a comprehensive physical
inspection of the property (as necessary and a minimum of once a year) and
prepare and implement an on-going preventive maintenance program.
(f) Equipment, Supplies and Services. In its capacity as Owner's
representative and subject to the terms and conditions of this Agreement,
Manager shall select, supervise and engage in Owner's name and at Owner's
expense, all independent contractors, suppliers and vendors for the operation,
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repair, maintenance and servicing of the Project including without limitation,
those necessary for the supplying of electricity, gas, steam, water, telephone,
cleaning, fuel, oil, elevator and HVAC maintenance, vermin extermination, trash
removal, security, landscaping and snow removal and other services. In addition,
in its capacity as Owners representative and subject to the terms and conditions
of this Agreement Manager shall be responsible for the acquisition of equipment
and supplies as necessary for the management, operation, maintenance and
servicing of the Project required by the Owner under the Basic Documents or as
instructed by the Owner.
(g) Insurance Coverage.
(i) Project Insurance. Manager shall use commercially
reasonable efforts to assist Owner in confirming that all insurance policies,
which are provided or required pursuant to the Basic Documents with respect to
the Project, are issued and maintained in place at all times during the Owner's
ownership of the Project (or, if shorter, the term of this Agreement). Moreover,
notwithstanding the foregoing, Manager shall use commercially reasonable efforts
to assist Owner in confirming that such policies shall, at minimum, (i) include
100% replacement value casualty and property damage insurance naming Owner as
insured and covering all building and other improvements included within the
Project, (ii) include commercial general liability insurance naming Owner,
Manager and Owner's lender and mortgagee if applicable (the "Mortgagee") as
insureds as their interests may appear and in such amounts as are determined by
Owner and any such Mortgagee, and (iii) satisfy all reasonable requirements of
the Mortgagee with respect to insurance on the Project. Manager shall use
commercially reasonable efforts to assist Owner in obtaining, from the party or
parties responsible for carrying insurance under the Basic Documents,
certificates of all such insurance, as well as copies of full policies if
requested by Owner and reasonably obtainable by Manager, and deliver copies
thereof to the Owner within 10 days after Manager obtains such items. In
addition, Manager shall, upon request by Owner, periodically consult with Owner
regarding insurance, including, if reasonably feasible, prior to any new
policies or changes in policies taking effect, and communicate with the party or
parties responsible for carrying insurance under the Basic Documents Owner's
requests with respect to such insurance as applicable to the Project.
Owner may elect to obtain, or cause to be obtained, insurance on the
Properties in addition to that provided pursuant to the preceding paragraph,
which is necessary or advisable, in the opinion of Owner after consultation with
Manager, to protect the interests of Owner and Manager from liability for injury
to persons or damage to property. Such insurance coverage may include: property
coverage on the buildings and tenant improvements subject to the perils of "all
risk," at replacement cost; Boiler and Machinery coverage; and Commercial
General Liability coverage insurance. The insurer, coverages and limits of
liability of any such insurance shall be determined by Owner after consultation
with Manager and shall be commercially reasonable under the circumstances. Any
such insurance policies shall name Owner as insured and Manager as additional
insured parties and, when appropriate, include a "waiver of subrogation" as to
claims against Manager and its agents and suppliers with respect to any covered
loss arising out of the performance of the services under this Agreement to the
extent of any insurance proceeds paid under such policies. Owner shall deliver
evidence of any such insurance, in the form of Certificates of Insurance, to
Manager.
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Manager may not settle claims under a given policy without the prior
consent of the other insured parties thereunder. If instructed by the Owner, the
Manager shall duly and punctually pay on behalf of the Owner all premiums with
respect thereto, prior to the time the policy would lapse due to nonpayment.
The Manager shall promptly investigate and make a full and timely written
report to each applicable insurance company, with a copy to the Owner, of all
accidents, claims or damage relating to the ownership, operation and maintenance
of the Project, any damage or destruction to the Project and the estimated cost
of repair thereof, and shall prepare any and all reports required by any
insurance company in connection therewith. All such reports shall be filed
timely with the insurance company as required under the terms of the insurance
policy involved.
The Manager shall have no right to settle, compromise or otherwise dispose
of any claims, demands or liabilities, whether or not covered by insurance,
without the prior written consent of the Owner.
(ii) Tenant Insurance. Manager and Owner agree that leases
will require tenants to name Owner, Owner's asset manager, and Manager as
Additional Insureds under insurance coverages procured by tenants. If the
tenants' leases require that they maintain any insurance coverage, the Manager
shall obtain insurance certificates annually from each tenant, review the
certificates for compliance with the lease terms, and furnish copies to the
Owner.
(iii) Manager's Insurance. Manager shall maintain the
following insurance coverage per individual property:
Workers Compensation:
Coverage A: minimum limits required by statute (with proof of compliance
acceptable to the Owner)
Coverage B: $100,000 Bodily Injury by Accident (Each Accident) $500,000
Bodily Injury by Disease (Policy Limit)
$100,000 Bodily Injury by Disease (Each Employee)
Comprehensive General Liability Insurance: $3,000,000
Automobile, Single Limit Bodily Injury and Property Damage:
$3,000,000
Uninsured Motorists: As required by Statute
Crime Insurance: Greater than two (2) months' gross income
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Manager shall furnish the Owner, not later than thirty (30) days after the
date of this Agreement, with copies of policies, certificates of insurance, or
other proof evidencing its insurance coverage as required, together with all
exclusions and endorsements, including an endorsement that the Owner will be
given at least thirty (30) days' prior written notice of cancellation or any
material change in coverage. All such policies, except for workers' compensation
for Manager's employees directly involved with the operation of the Property (as
listed in Schedule 1) shall be at Manager's sole cost and shall name the Owner
as an additional insured. In cases where the Owner and Manager maintain
insurance policies that duplicate coverage, then the Owner's policies shall
provide primary coverage.
(iv) Contractor's and Subcontractor's Insurance. Manager shall
require that each contractor and subcontractor hired to perform work at the
Property maintain insurance against risk of physical damage to personal property
belonging to it in amounts sufficient to replace such personal property in the
event of loss, and insurance coverage at such contractor's and subcontractor's
expense, in the following minimum amounts:
Workers' compensation As required by law
Employer's liability $500,000
Comprehensive general liability $3,000,000
Comprehensive auto liability $3,000,000
These coverages shall be primary and will respond to any allegation,
claim, loss, damage, demand or judgment, or other causes of action arising out
of work done at the Property by the contractor or subcontractor on behalf of the
Owner and Manager. The Owner and Manager shall be named as additional insureds
on such policies. The policies shall be written on "an occurrence" basis. The
Owner may require additional coverage if the work to be performed is, in the
Owner's judgment, sufficiently hazardous. Manager shall obtain not later than
thirty (30) days after the date of hiring of each contractor or subcontractor
performing work at the Property and keep on file certificates of insurance
evidencing compliance with these requirements. The certificates of insurance
shall provide at least thirty (30) days' prior written notice of cancellation in
coverage to Manager and the Owner. All such policies shall be issued by insurers
with the Best rating of A- or higher.
(h) Personnel. Employ such personnel as employees of the Manager or
its affiliates, and not of the Owner as may be necessary or desirable in order
for the Manager to perform its obligations hereunder. Such employment shall be
at the expense of the Manager, subject to the terms and conditions of Section 4
and 7.1, below. Owner agrees that, during the term of this Agreement and for a
period of twelve (12) months following its expiration or termination, it will
not employ, nor offer to employ, directly or indirectly through its agent or
successor managing agent, employees of Manager without the prior written consent
of Manager, which consent may be withheld in Manager's sole and absolute
discretion. Notwithstanding the above, in the event the Lead Engineer of the
Project approaches Owner or Owner's agent, upon termination of the Agreement,
Owner may offer to employ Lead Engineer by delivering thirty (30) days prior
written notice to Manager.
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(i) Internal Control. Maintain adequate systems and procedures
governed by written policies and procedures covering all aspects of its
operational and accounting processes sufficient to ensure that the Project
assets are safeguarded in all material respects.
(j) Other Services. Perform all other services which are normally
performed in connection with the operation of similar first-class operations and
specifically, without limiting the generality of the foregoing, to perform all
services normally provided in said locality to tenants of like premises, without
additional charge.
(k) Compliance With Laws. Manager, at its own expense, will obtain
any license required to be held by Manager to perform its services hereunder.
Manager shall deliver immediately to Owner all written notices pertaining to the
Project received by Manager from federal, state and local governmental
authorities with jurisdiction over the Properties ("Authorities"). At the
expense of Owner, Manager shall use commercially reasonable efforts to comply
with, and cause the Project to be kept in compliance with, any and all orders,
permits or other requirements affecting the Project by a federal, state, county
or municipal authority having jurisdiction thereover, and orders of the Board of
Fire Underwriters or other similar bodies. The Manager shall comply with all
laws relating to the employment by the Manager of its employees. Owner
acknowledges that Manager is not an expert with respect to (i) the detection or
handling of substances or materials defined in or governed by environmental laws
and regulations as dangerous, toxic or hazardous pollutants, contaminants,
chemicals, wastes, materials or substances ("Hazardous Materials"); or (ii)
requirements under the laws and regulations relating to accessibility of
facilities for disabled, handicapped and/or physically challenged persons
including the Americans With Disabilities Act of 1991, as amended
("Accessibility Regulations"). Owner shall retain such consultants and legal
experts as are necessary to determine the nature and extent of Hazardous
Materials on the Properties as well as the steps to handle, control or remove
them and Owner agrees to defend, indemnify and hold Manager harmless from and
against Damages (as said term is defined in Subsection 4(a) below) arising out
of Hazardous Materials on the Project. Owner also shall retain such consultants
and legal experts as are necessary to determine changes in the Properties, if
any, required now or in the future by Accessibility Regulations.
(k) Notices. Promptly deliver to the Owner:
(i) copies of all notices from any tenant, association,
mortgagee, ground landlord, or other party relating or pertaining to any
mortgage or any of the Basic Documents; and;
(ii) copies of all notices from any governmental or official
entity.
(l) Cooperation. Give the Owner all pertinent information and
reasonable assistance in the defense of any claims, demands, suits or other
legal proceedings that are made or instituted by any third party against the
Owner which arise out of any matters relating to the Project, this Agreement, or
the Manager's performance hereunder. The Manager shall take no defensive action
relative thereto (except under emergency conditions) without obtaining prior
approval of the Owner.
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SECTION 3.
CONTRACTUAL AUTHORITY AND SELF-DEALING
3.1. Approval of Contracts. The Manager shall not hold itself out as
having the authority to approve or execute any contract or agreement without the
prior approval of the Owner except as provided below. Furthermore, the Manager
shall not execute or otherwise enter into or bind the Owner for any contract or
agreement for equipment, supplies, services, or any other item without:
(a) obtaining three competitive written bids;
(b) furnishing copies of same to the Owner; and
(c) receiving the prior written consent of the Owner;
provided, however, that without such bidding and consent, the Manager may enter
into contracts and agreements on behalf of the Owner in the ordinary course of
the management, operation, maintenance and servicing of the Project if such
contracts and agreements do not involve in the aggregate an expenditure or
obligation, whether payable in installments or in a lump sum, on the part of the
Owner in excess of Five Thousand Dollars ($5,000) annually or if the expenditure
is approved as part of the Budget approval process, subject to the provisions of
the following paragraph and Section 3.2. Owner hereby appoints Manager as
attorney in fact with a limited power of attorney to enter into contracts on
behalf of Owner, to the extent permitted by this paragraph.
Except as provided in the preceding paragraph, all contracts shall be
prepared by the Manager for execution by the Owner. All contracts shall contain
a provision permitting the Owner to terminate with not more than thirty (30)
days advance written notice, and to terminate or assign in the event the Owner
sells or transfers the Project.
3.2. Self-Dealing. The Manager agrees to use its best efforts to secure
for the Owner the most favorable terms for all materials and services obtained
and leases or other agreements signed for the Project, after all factors have
been considered.
The Manager shall not deal or contract with any organization in which it,
or any principal, officer, or employee of the Manager, has an interest, either
directly or indirectly, without first disclosing to the Owner in writing the
nature of such interest before the dealing or contract is entered into and
obtaining the consent of the Owner thereto.
SECTION 4.
COMPENSATION FOR PROJECT SERVICES
The Owner shall pay the Manager compensation for the Project Services
rendered hereunder an amount (the "Management Fee") as specified in Exhibit A.
The Management Fee is intended to be the only compensation for the Project
Services Aside from such Management Fee, the Manager shall have no further
claims for reimbursement for:
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(a) general overhead expenses;
(b) wages, salaries, travel and/or other compensation of
supervisory and/or central office personnel; and
(c) any expenses incurred by the Manager which are not
specifically stated to be reimbursable hereunder.
It is agreed on and understood that the Manager shall perform no services
hereunder, other than the Project Services, without the prior written consent
and agreement of the Owner to pay for such additional services; otherwise such
additional services shall be non-compensable.
SECTION 5.
LEASING SERVICES OF THE MANAGER
5.1. Lease Negotiation. [ Intentionally Omitted]
5.2. Leasing Commissions. [Intentionally Omitted]
5.3. Use of Legal Assistance. The Manager may not terminate any lease,
lock out a tenant, or engage counsel or institute suit for rent or for use and
occupancy or any proceedings for recovery of possession, without the prior
approval of the Owner.
The Manager may, for matters other than rent collection, engage legal
assistance and institute, prosecute and defend litigation related to the
Project, provided however, that the Manager shall institute, prosecute and
defend major litigation only with the prior written consent of the Owner and as
the Owner shall direct.
The Owner shall have the right to approve counsel suggested by the Manager
or, if disapproved, the Owner may appoint its own counsel.
"Major litigation" is defined here as actual or threatened claims,
demands, suits or other litigation involving potential recovery by, or uninsured
exposure of, the Owner in amounts in excess of Five Thousand Dollars ($5,000)
per claim or in the aggregate at any time either by or against the Owner, as
such amounts may be adjusted from time to time by the Owner.
SECTION 6.
ACCOUNTING, RECORDS, REPORTS
6.1. Records. The Manager shall maintain a comprehensive system of
records, books and accounts using the form of chart of accounts attached hereto
as Exhibit C and otherwise in form satisfactory to the Owner and which shall
belong to the Owner. The Owner and others designated by the Owner shall have
access at all reasonable times to such records, accounts and books, and to all
vouchers, files and all other material pertaining to the Project and this
Agreement, all of which the Manager agrees to keep safe, available and separate
from any records not having to do with the Project.
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Such records, books and accounts shall not be destroyed and if the Manager
no longer serves as manager for the Project, such records, books and accounts
shall be turned over to the Owner.
6.2. Monthly Reports and Performance. During the term of this Agreement,
the Manager shall deliver to the Owner by the tenth (10th) day of each month the
following statements in final form, and by the fifth (5th) day of each month (or
earlier should circumstances permit) certain of the following statements in
preliminary form (subject to review and adjustment), and prepared on an accrual
basis and in accordance with generally accepted accounting principles applied
consistently from period to period:
(i) a balance sheet dated as of the last day of the preceding
month;
(ii) a comparative profit and loss statement presenting the
month and year-to-date results of operations as compared with the month and
year-to-date budget and showing variances in dollars and percent;
(iii) supporting monthly data, including copies of the general
ledger, cash receipts journal, cash disbursements journal, accounts payable
listing, expenses listing, journal entries listing, a rent roll, an
accounts-receivable report showing activity of the prior month and aging as of
the month-end, a listing of month-end security deposits held on behalf of
tenants, and a calculation of physical occupancy of the Project by tenants as of
the end of the month;
(iv) calculation of Management Fee payable for the prior
month;
(v) if not evident from descriptions in general ledger
accounts, a schedule detailing expenditures charged to capital asset accounts
including vendor, amounts and descriptions of items purchased;
(vi) a narrative analysis of the results of operations for the
prior month and year-to-date including (1) an explanation of significant
variances, (2) a marketing update, and (3) other issues, events and concerns;
(vii) copies of bank reconciliations and statements for each
bank account;
(viii) an aged delinquency report for the current month
delivered by the fifteenth (15th) of the month; and
(ix) any other reasonable statements requested by the Owner.
(b) Performance. To insure the reliability and reasonableness of all
statements required by this Section 6.2, the Manager shall regularly perform the
following:
(i) either pay, on or before their respective invoice due
dates, all monthly charges, fees, bills, invoices, etc., normally and
customarily incurred for such month in connection with the operation of the
Project, or if any such charges, fees, bills, invoices etc. were incurred but
not paid by the last day of such month, accrue such amounts;
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(ii) accrue proportionally to each applicable month payable
for a period greater than a month, any charges including but not limited to real
estate taxes, assessments, insurance premiums, etc.; and
(iii) adjust accruals for tenant reimbursements for operating
expense recoveries quarterly.
If, due to extraordinary circumstances, the Manager identifies
expenditures after the last day of the month which are in fact properly
chargeable to that month but which are not reflected on statements submitted
pursuant to this Section, the Manager shall immediately notify the Owner of said
expenditures.
6.3. Marketing Reports. Not later than the dates specified pursuant to
Section 6.4, the Manager shall provide the Owner with a comprehensive marketing
survey and plan for the forthcoming fiscal year (the "Marketing Plan") setting
forth projected revenues, marketing expenses and marketing strategies.
The Manager shall meet with the Owner to review the Marketing Plan and
upon its approval by the Owner, shall implement the Marketing Plan, which shall
not thereafter be modified without the prior written consent of the Owner.
6.4. Annual Budget. Within thirty (30) days of the date of this Agreement
and not later than October 1st of each year or such other date specified in a
written notice from the Owner to the Manager, the Manager shall prepare and
deliver to the Owner a comprehensive budget (the "Budget") prepared in
accordance with the form of budget package prescribed by the Owner. Such Budget
shall show in reasonable detail, forecasted revenues, operating expenses
(including expenses for management operations, services and supplies, marketing
and leasing) and other expenses such as renovations and repairs, reserves and
special items.
The Manager shall meet with the Owner to review the material prepared
pursuant to this Section 6.4 and, upon its approval by the Owner, shall
implement the budget which shall not thereafter be modified without the prior
written consent of the Owner.
6.5 Tenant Reconciliations. The Manager shall prepare for Owner's review
and approval reconciliations of estimated escalation xxxxxxxx to actual annual
operating expenses or increases in expenses over base year operating expenses,
as individual leases may require, in order for Owner to timely xxxx such
increases to tenants.
6.6 Additional Information. The Manager shall further provide such other
information as is reasonably requested by the Owner.
-12-
6.7 Audit. The Manager will cooperate with and give reasonable assistance
to any independent public accountant retained by the Owner to examine the
records, books and accounts pertaining to the Project.
SECTION 7.
EXPENSES
7.1. Expenses of the Owner. All obligations or expenses incurred hereunder
pursuant to an approved Budget shall be for the account of, on behalf of, and at
the expense of the Owner, except as otherwise specifically provided in this
Agreement. The Owner shall reimburse the Manager for all reasonable on-site
expenses included in the approved Budget including the payroll costs, customary
payroll taxes and fringe benefits (including bonuses, 401K plans and
administrative expenses associated therewith, and other insurance or retirement
benefits consistent with the Budget), medical and health insurance, workers'
compensation, vacation, severance, training costs, State and Federal employment
taxes and Social Security contributions of all on-site personnel (other than
executives or supervisory personnel). If any of Manager's employees perform work
on matters not relating to the Project, Manager shall fairly allocate the
compensation of such employees between their work at the Project and such other
work. Owner shall provide Manager, without charge, a suitable storage area
within the Project for Manager's equipment, tools, materials and supplies
furnished or consigned to Manager by Owner or furnished to Owner by Manager. In
addition, to the extent necessary, Owner shall provide, without charge, suitable
office space for Manager's employees within the Project, including telephone and
utility service, personal computers and software, printers, a copy machine
postage administrative supplies and miscellaneous office equipment as deemed
necessary. Manager shall fairly allocate the costs of such office expenses in
the event the office space, equipment and supplies are located within Managers
facilities.
7.2. Non-Reimbursable Expenses. The Owner shall not be obligated to
reimburse the Manager for any expenses for central office equipment or central
office supplies, overhead expense incurred in the Manager's offices or for any
salaries or travel expenses of any executives or supervisory personnel
(including regional or multi-site managers) of the Manager or for any salaries,
wages and expenses allocable to any personnel for activities with regard to
providing accounting services, (excluding printing of brochures approved in
advance by the Owner), or for any salaries, wages and expenses for any central
office personnel located at the Project site.
The Owner shall not be obligated to reimburse the Manager for wages,
salaries, or other expenses for any cleaning, maintenance or other services of
the Manager, except as specifically provided herein in Exhibit D and authorized
in advance by the Owner.
In addition, the Owner shall not be obligated to reimburse the Manager for
any computer time, equipment or other expenses used or incurred in processing
the books and records of the Project or in preparing any statements or reports.
7.3. Expenditure Authorization and Reimbursement.
-13-
(a) Approval of the Annual Budget by the Owner shall constitute an
authorization for the Manager to expend funds on behalf of the Project. Except
as specifically authorized below, however, and in Section 3.1 above, the Manager
will obtain the Owner's prior written authorization before making expenditures
relating to the Project.
(b) Without the prior written consent of the Owner, the Manager
shall make all payments required pursuant to this Agreement and the Basic
Documents, including payments for utilities, taxes, repairs and maintenance
costs (up to $5,000 for any single piece of equipment or order of supplies), and
payments required by contracts existing prior to the effective date of this
Agreement or approved or authorized as provided in Section 3.1.
(c) In the case of casualty, breakdown in machinery or other similar
emergency, the Manager may make payments for and may implement repairs,
maintenance, equipment, or supplies in excess of amounts authorized and without
following the bidding procedures otherwise required, if in the reasonable
judgment of the Manager emergency action prior to written approval is necessary
to protect the Project from damage or prevent a default under the Basic
Documents or as landlord under leases.
The Manager shall use its best efforts to obtain prior informal clearance
from authorized personnel of the Owner before taking such action. The Manager
shall notify the Owner immediately by telecopier or facsimile machine if such
action is taken or payment is made.
(d) Authorized payments made by the Manager in the performance of
its duties and obligations under this Agreement shall be made only out of such
funds as the Manager may from time to time hold for the account of the Owner or
as may be provided by the Owner, except those payments otherwise provided to be
made by the Manager from its own funds.
SECTION 8.
INDEMNIFICATION
8.1. Indemnification by Manager in favor of Owner. The Manager shall
indemnify and hold harmless the Owner, its affiliates, directors, officers,
shareholders, employees, agents, and representatives (collectively, the "Owner
Indemnitees") against any loss, liability, claim or expense (including but not
limited to litigation expenses, court costs and attorneys' fees) which may be
made against or incurred by any Owner Indemnitee resulting from third party
claims arising out of:
(a) any material failure of the Manager to perform promptly any of
its obligations hereunder, provided such failure was not the direct result of
action by the Owner or events beyond the reasonable control of the Manager;
(b) any acts of the Manager beyond the scope of the Manager's
authority hereunder not otherwise authorized by the Owner; and
(c) any malfeasance, misfeasance, nonfeasance or negligence or
willful misconduct of the Manager, its agents or employees.
-14-
8.2. Indemnification by Owner in Favor of Manager. The Owner shall
indemnify and hold harmless the Manager, its affiliates, directors, officers,
shareholders, employees, agents, and representatives (collectively, the "Manager
Indemnitees") against any loss, liability, claim or expense (including but not
limited to litigation expenses, court costs and attorneys' fees) which may be
made against or incurred by any Manager Indemnitee arising out of the operation
of the Project, except with respect to matters arising in whole or in any part
from any of the matters set forth in paragraph 8.1 above.
8.3. Waiver of Subrogation. Anything in this Agreement to the contrary
notwithstanding, the Owner and the Manager hereby waive and release each other
and their respective Owner Indemnitees and Manager Indemnitees of and from any
and all right of recovery, claim, action, or cause of action against each other,
their agents, officers and employees, for any loss or damage that may occur to
the Project or any personal property located therein by reason of fire or the
elements, or other casualty, regardless of cause or origin including negligence
of the Owner or the Manager and their agents, officers and employees, to the
extent the same is insured against under insurance policies carried by the Owner
or the Manager The Owner and the Manager agree to obtain a waiver of subrogation
from the respective insurance companies which have issued policies of insurance
covering all risk of direct physical loss, and to have the insurance policies
endorsed, if necessary, to prevent the invalidation of the insurance coverages
by reason of the mutual waivers.
8.4. Survival. The provisions of this Section 8 shall survive any
expiration or termination of this Agreement.
SECTION 9.
TERMS AND TERMINATION
9.1. Terms. This Agreement shall extend through December 31, 2012 and
month-to-month thereafter. The term of this Agreement shall commence as of the
date first set forth above, upon due execution and delivery of this Agreement by
all parties.
9.2. Termination by Either Party Without Cause. Beginning on January 1,
2013, either party hereto may terminate this Agreement without cause at any
time, upon at least thirty (30) days written notice, effective at the end of the
notice period.
9.3. Termination for Cause. The Owner may, at all times during the term of
this Agreement and any extension thereof, terminate this Agreement upon ten (10)
days written notice (except as otherwise specified) in the event that:
(a) the Manager has been negligent in the management, operation,
maintenance or servicing of the Project or has otherwise defaulted in the
performance of its obligations hereunder and shall have failed to cure such
breach to the satisfaction of the Owner after thirty (30) days prior written
notice; or
(b) the Manager has caused or allowed to exist a breach of any Basic
Document and, only to the extent that such breach is curable, shall have failed
to cure such breach to the satisfaction of the Owner by the earlier of (i) any
required date or (ii) after thirty (30) days prior written notice from Owner; or
-15-
(c) a receiver, liquidator or trustee of the Manager shall be
appointed by court order or a petition to liquidate or reorganize the Manager
under any bankruptcy, reorganization or insolvency law, and such order or
petition is not vacated or dismissed within sixty (60) days or the Manager shall
file a petition in bankruptcy, reorganization or insolvency laws, or if the
Manager shall make an assignment for the benefit of its creditors, or if the
Manager is adjudicated a bankrupt; or
(d) the present management of the Manager materially changes by
reason of the acquisition or merger of the Manager by or with any other entity;
or
(e) there is damage or destruction to the Project and the Owner
decides not to rebuild or restore the Project or there is a taking by
condemnation, or similar proceeding, of a substantial portion of the Project.
Any such termination shall be effective upon receipt of written notice of
termination given by the Owner to the Manager or thereafter upon such other date
as specified by the Owner in such written notice.
Notwithstanding anything to the contrary contained in Sections 9.2 or 9.3
of this Agreement, in the event that (i) Owner sells, transfers or conveys the
Project and (ii) at the time of such sale this Agreement remains in full force
and effect, Owner hereby agrees that it shall require the buyer to assume all of
Owner's obligations under this Agreement as a condition to closing.
9.4. Manager's Obligations After Termination. Upon the expiration or
termination of this Agreement, or the termination of the Manager's services
hereunder, as provided above, the Manager shall:
(a) deliver to the Owner, or such other person or persons designated
by the Owner, copies of all books and records of the Project and all funds in
the possession of the Manager belonging to the Owner or received by the Manager
pursuant to the terms of this Agreement or of any of the Basic Documents;
(b) assign, transfer or convey to such person or persons all service
contracts and personal property relating to or used in the operation and
maintenance of the Project, except any personal property which was paid for and
is owned by the Manager;
(c) remove, at its cost and expense, all signs that it may have
placed at the Project indicating that it is the manager of same and replace and
restore any damage resulting therefrom; and
(d) make itself available at reasonable times and for a reasonable
amount of time, not less than ninety (90) days after such expiration or
termination, to consult with and advise the Owner or such other person or
persons regarding the operation and maintenance of the Project.
-16-
Upon any termination or the expiration pursuant to this Section, 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 the
Manager shall comply with the applicable provisions of this Section and shall be
entitled to receive any and all compensation which may be due the Manager
hereunder through the effective date of such termination or expiration.
SECTION 10.
NO AGENCY
The Manager shall be responsible for all of its employees and the
employees of any affiliate, the supervision of all persons performing services
in connection with the performance of all of the Owner's obligations hereunder
relating to the maintenance and operation of the project, and for determining
the manner and time of performance of all acts hereunder.
The Manager represents, warrants, covenants and agrees that the Manager
has complied, and during the term of hereof will comply, in all material
respects with all applicable state and federal laws and regulations respecting
employment and employment practices, terms and conditions of employment, wages
and hours and other laws and regulations related to employment of employees of
the Manager or its agents, and there are no, nor will there be any, arrears in
the payment of wages, withholding or social security taxes, unemployment
insurance premiums or other similar obligations other than in the ordinary
course of business.
The Manager further represents and warrants that there are no employees of
the Manager or of any affiliate of the Manager currently employed in the
operation and/or maintenance of the Project, other than the positions shown on
Exhibit D attached hereto.
Exhibit D sets forth as of the date of this Agreement a complete list and
description of all fringe benefits, including hospitalization insurance,
accident and health insurance, disability insurance, death insurance,
401k/profit sharing and other benefits.
Nothing herein contained shall be construed to establish the Manager as
agent or employee of the Owner or any other person having any interest in the
Project.
SECTION 11.
ASSIGNMENT
The Manager may not assign or otherwise transfer this Agreement or any
interest therein without the prior written consent of the Owner. A transfer of
fifty percent (50%) or more of any interest in the Manager (whether by stock,
partnership interest or otherwise, whether voluntary or involuntary, or whether
by operation of law or otherwise) will be deemed an assignment of this
Agreement.
This Agreement shall be binding upon the parties hereto and shall inure to
the benefit of the successors and assigns of the Owner. The Owner may assign
this Agreement at any time, provided, however, that at all times such assignee
shall be a person, firm or corporation controlling, controlled by or under
common control with the Owner. Until the expiration or earlier termination of
-17-
this Agreement, this Agreement shall run with the title to the Property and bind
all future owners of the Property. Any party acquiring the Property shall be
deemed to have assumed all of Owner's obligations hereunder. Contemporaneously
with the execution hereof, Owner and Manager shall enter into a memorandum of
this Agreement, in recordable form, that will put future owners of the Property
on notice of this Agreement. Owner agrees not to sell, transfer or convey the
Property without assigning this Agreement to the party acquiring the Property,
and causing the acquiring party to assume all of Owner's obligations under this
Agreement in a writing delivered to Manager.
-18-
SECTION 12.
NO WAIVER
The failure of the Owner to seek redress for breach, or to insist upon the
strict performance of any covenant, agreement, provision or condition of this
Agreement shall not constitute a waiver thereof, and the Owner shall have all
remedies provided herein and by applicable law with respect to any subsequent
act which constitutes a breach.
SECTION 13.
NOTICES
Unless otherwise specifically provided, all notices required hereunder
shall be in writing and shall be sent by expedited mail delivery service,
registered or certified mail, or receipted overnight service, postage prepaid to
the intended party:
OWNER:
FSP 00 Xxxxx Xxxxx Xxxxxx Corp.
x/x Xxxxxxxx Xxxxxx Properties Corp.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
MANAGER:
Xxxx Companies US, Inc.
00 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn. Xxxx XxXxxxx
-19-
SECTION 14.
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.
SECTION 15.
APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the state
in which the Project is located.
SECTION 16.
INVALIDITY
If any provision of this Agreement is found by a tribunal of appropriate
jurisdiction to be invalid or unenforceable in whole or in part, it shall not
thereby invalidate this Agreement but this Agreement shall be deemed to be
appropriately modified.
SECTION 17.
LIMITATION ON OWNER'S LIABILITY
Notwithstanding any other provision of this Agreement or any rights which
the Manager might otherwise have at law, equity, or by statute, whether based on
contract or some other claim, any liability of the Owner to the Manager shall be
satisfied only from the Owner's interest in the Project and the proceeds
thereof. Without limiting the generality of the foregoing, if the Owner is or
becomes a partnership, the general or limited partners, employees, agents, or
affiliates of the Owner shall not in any manner be personally or individually
liable for the obligations of the Owner hereunder or for any claims related to
this Agreement or the operation of the Project. If the Owner is or becomes a
corporation, no officer, employee, agents, or affiliates of the Owner shall in
any manner be personally or individually liable for the obligations of the Owner
hereunder or for any claim in any way related to this Agreement or the
operations of the Project.
SECTION 18.
OWNER'S REPRESENTATIVES; CONSENTS AND APPROVALS
The Owner's consents and approvals may be given only by Owner's authorized
representatives from time to time designated by the Owner to the Manager in
writing. The Owner may from time to time designate other representatives to
approve matters, receive reports, materials, or other items, or otherwise take
action on behalf of the Owner, and the Manager shall cooperate fully with such
-20-
representatives, to the same extent as if dealing directly with Owner. Any
consent or approval required of the Owner under this Agreement shall not be
effective unless received from one of the Owner's authorized representatives.
The Owner's initial authorized representatives shall be any one of Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxx or Xxxxx Xxxxxxxxxx.
SECTION 19.
ENTIRE AGREEMENT
This Agreement 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-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
OWNER:
FSP 00 Xxxxx Xxxxx Xxxxxx Corp.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
President
MANAGER:
Xxxx Companies US, Inc.
By:
--------------------
Name:
Title:
-22-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
OWNER:
FSP 00 Xxxxx Xxxxx Xxxxxx Corp.
By:
--------------------
Name:
Title:
MANAGER:
Xxxx Companies US, Inc.
By: /s/ Xxxxxxx X. Xxxx
--------------------
Name:
Title:
-22-
EXHIBIT A
MANAGEMENT FEE
Pursuant to Section 4 of the Management Agreement, the Owner shall pay the
Manager, as compensation for management services, an amount equal to three
percent (3%) of the "Net Operating Receipts" collected in the preceding month,
prorated for any partial calendar month at the beginning or end of the term
hereof.
The term "Net Operating Receipts" as used herein shall mean and include
all receipts derived from the operation of the Project, including, without
limitation, all fees or expense reimbursements, payments from third parties for
occupancy or other services, payments made in consideration of the cancellation,
or the application of security deposits upon default or towards the repair of
any damage to the Project, provided, however, that Net Operating Receipts shall
not include:
(a) any security or other deposits unless or until applied to rent
as provided above;
(b) interest or investment income of the Owner;
(c) capital contributions by the Owner;
(d) tax refunds;
(e) condemnation proceeds or awards
(f) any insurance proceeds;
(g) any refinancing, or sale or other proceeds of sale or
dispositions of capital assets of the Project or any interest
therein: or
(h) lease termination fees;
(i) tenant work order reimbursement and fee.
-23-
EXHIBIT B
(Intentionally Deleted)
-24-
EXHIBIT C
FORM OF CHART OF ACCOUNTS
(See attached)
-25-
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 1
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1005-000 Cash - ZBA Cash Y
1010-000 Cash - Checking Account Cash Y
1011-000 Cash - Operating Cash Y
1020-000 Cash - Savings Cash Y
1021-000 Cash - Held in Escrow Cash N
1022-000 Cash - CD Cash Y
1025-000 Fleet - Funded Reserves Cash Y
1025-001 Fleet - Other Reserves Cash Y
1025-002 Short-term Investments Cash Y
1030-000 Citizens - Funded Reserve Cash Y
1030-001 Citizens - Other Reserve Cash Y
1030-002 Citizens - Other reserve Cash N
1040-000 Cash - Security Deposit Cash Y
1041-000 Cash - Restricted Balance Sheet Y
1050-000 Cash - Loan Account Cash Y
1060-000 Cash - Distributions Cash Y
1099-000 Xxxxx Cash Cash Y
1100-000 MARKETABLE SECURITIES Memo Balance Y
1100-001 Marketable Securities Balance Sheet Y
1100-002 Investment Account Balance Sheet Y
1210-000 RENTAL ACCOUNTS RECEIVABL Memo Balance Y
1210-001 Rental A/R Balance Sheet Y
1220-000 RECOVERABLE A/R Memo Balance Y
1220-001 CAM A/R Balance Sheet Y
1220-002 Prior Year Cam Balance Sheet Y
1220-010 Ins A/R Balance Sheet Y
1220-011 Prior Year Insurance A/R Balance Sheet Y
1220-020 Tax A/R Balance Sheet Y
1220-021 Prior Year Tax A/R Balance Sheet Y
1220-030 Utility A/R Balance Sheet Y
1220-031 Prior Year Utility A/R Balance Sheet Y
1220-040 REOA Receivable - Retail Balance Sheet Y
1220-041 REOA Receivable - Office Balance Sheet Y
1270-000 WORK ORDER A/R Memo Balance Y
1270-001 Tenant Work Order X/X Xxxxxxx Xxxxx X
0000-000 Xxxxx Tenant AR Balance Sheet Y
1270-003 Service Xxxxxxxx AR Balance Sheet Y
1270-004 Membership Fees Rec. Balance Sheet Y
1270-005 Registration Fees Rec. Balance Sheet Y
1280-000 OTHER A/R Memo Balance Y
1280-001 Other A/R Balance Sheet Y
0000-000 Xxxx XX Balance Sheet Y
1285-000 FASB 13 A/R Memo Balance Y
1285-001 FASB 13 A/R Balance Sheet Y
1285-002 Rent Reduction Receivable Balance Sheet Y
1285-099 Reserve - FASB 13 AR Balance Sheet Y
1290-000 OTHER RECEIVABLES Balance Sheet Y
1290-101 Mgt Fee - Essex Balance Sheet Y
1290-102 Mgt Fee - Reata Balance Sheet Y
1290-103 Mgt Fee - Weslayan Balance Sheet Y
1290-104 Mgt Fee - Silverside Balance Sheet Y
1290-105 Mgt Fee - Gael Balance Sheet Y
1290-106 Mgt Fee - Merrywood Balance Sheet Y
1290-301 Mgt Fee - NAOP Balance Sheet Y
1290-302 Mgt Fee - Park Seneca Balance Sheet Y
1290-303 Mgt Fee - Santa Xxxxx Balance Sheet Y
1290-304 Mgt Fee - Piedmont Balance Sheet Y
1290-305 Mgt Fee - Hillview Balance Sheet Y
1290-306 Mgt Fee - Telecom Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 2
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1290-307 Mgt Fee - Forest Park Balance Sheet Y
1290-308 Mgt Fee - Southfield Balance Sheet Y
1290-309 Mgt Fee - Blue Ravine Balance Sheet Y
1290-310 Mgt Fee - Austin Balance Sheet Y
1290-311 Mgt Fee - Gateway Balance Sheet Y
1290-312 Mgt Fee - Lyberty Way Balance Sheet Y
1290-313 Mgt Fee - Centennial Balance Sheet Y
1290-314 Mgt Fee - Willow Bend Balance Sheet Y
1290-315 Mgt Fee - Meadowpoint Balance Sheet Y
1290-316 Mgt Fee - Timberlake Balance Sheet Y
1290-318 Mgt Fee - Federal Way Balance Sheet Y
1290-319 Mgt Fee - Fair Lakes Balance Sheet Y
1290-320 Mgt Fee - Northwest Point Balance Sheet Y
1290-321 Mgt Fee - Timberlake East Balance Sheet Y
1290-322 Mgt Fee - Plaza Ridge Balance Sheet Y
1290-324 Mgt Fee - Park Ten Balance Sheet Y
1290-325 Mgt Fee - Montague Balance Sheet Y
1290-326 Mgt Fee - Addison Circle Balance Sheet Y
1290-327 Mgt Fee - Royal Ridge Balance Sheet Y
1290-328 Mgt Fee -Xxxxxxx Crossing Balance Sheet Y
1290-329 Mgt Fee - Innsbrook Balance Sheet Y
1290-330 Mgt Fee - Interlocken Balance Sheet Y
1290-331 Mgt Fee - Blue Lagoon Balance Sheet Y
1290-332 Mgt Fee - Xxxxxxxx Xxxxx Balance Sheet Y
1290-333 Mgt Fee - Highland Balance Sheet Y
1290-334 Mgt Fee - Satellite Balance Sheet Y
1290-335 Mgt Fee- 0000 Xxxx Xx. Balance Sheet Y
1290-336 Mgt Fee - 6601 Exec Driv Balance Sheet Y
1290-337 Mgt Fee - 505 Waterford Balance Sheet Y
1290-338 Mgt Fee - Galleria North Balance Sheet Y
1290-339 Mgt Fee - Greenwood Balance Sheet Y
1290-340 Mgt Fee - River Crossing Balance Sheet Y
1290-341 Mgt Fee - Fiddlers Green Balance Sheet Y
1290-343 Mgt Fees - Energy Tower Balance Sheet Y
1290-344 Mgt Fee - Phoenix Tower Balance Sheet Y
1290-345 Mgt Fee - Liberty Plaza Balance Sheet Y
1290-346 Mgt Fee - One Xxxxxxx Balance Sheet Y
1290-347 Mgt Fee - 50 S. 1 Oth St. Balance Sheet N
1290-348 Mgt Fee - 303 East Xxxxxx Balance Sheet Y
1290-401 Mgt Fee - Goldentop Balance Sheet Y
1290-501 Mgt Fee - One Technology Balance Sheet Y
1290-502 Mgt Fee - Xxxxxxx Balance Sheet Y
1291-000 DUE FROM DEAL Memo Balance Y
1291-105 Due from Deal-Gael Balance Sheet Y
1291-106 Due from Deal-Merrywood Balance Sheet Y
1291-305 Due from Deal-Hillview Balance Sheet Y
1291-306 Due from Deal-Telecom Balance Sheet Y
1291-307 Due from Deal-Forest Pk Balance Sheet Y
1291-308 Due from Deal-Southfield Balance Sheet Y
1291-309 Due from Deal-Blue Ravine Balance Sheet Y
1291-310 Due from Deal-Austin Balance Sheet Y
1291-311 Due from Deal-Gateway Balance Sheet Y
1291-312 Due from Deal-Lyberty Way Balance Sheet Y
1291-313 Due from Deal-Centennial Balance Sheet Y
1291-314 Due from Deal-Willow Bend Balance Sheet Y
1291-315 Due from Deal-Meadow Pt Balance Sheet Y
1291-316 Due from Deal-Timberlake Balance Sheet Y
1291-317 Due from Deal-Loudon Gtwy Balance Sheet Y
1291-318 Due from Deal-Federal Way Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 3
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1291-319 Due from Deal-Fair Lakes Balance Sheet Y
1291-320 Due from Deal-NW Point Balance Sheet Y
1291-321 Due from Deal-TLake East Balance Sheet Y
1291-322 Due from Deal-Plaza Ridge Balance Sheet Y
1291-323 Due from Deal-Xxxxxxxx Balance Sheet Y
1291-324 Due from Deal-Park Ten Balance Sheet Y
1291-325 Due from Deal-Montague Balance Sheet Y
1291-326 Due from Deal-Addison Balance Sheet Y
1291-327 Due from Deal-Royal Ridge Balance Sheet Y
1291-328 Due from Deal-Xxxxxxx Xx Balance Sheet Y
1291-329 Due from Deal-Innsbrook Balance Sheet Y
1291-330 Due from Deal-Interlocken Balance Sheet Y
1291-331 Due from Deal-Blue Lagoon Balance Sheet Y
1291-332 Due from Deal-Xxxxxxxx Xx Balance Sheet Y
1291-333 Due from Deal-Highland Balance Sheet Y
1291-334 Due from Deal-Satellite Balance Sheet Y
1291-335 Due from Xxxx-0000 Xxxx Balance Sheet Y
1291-336 Due from Xxxx-0000 Xxxx Balance Sheet Y
1291-337 Due from Deal-505 Waterfd Balance Sheet Y
1291-338 Due from Deal-Galleria Balance Sheet Y
1291-339 Due from Deal - Greenwood Balance Sheet Y
1291-340 Due from Deal River Cross Balance Sheet Y
1291-341 Due from deal Pk Ten Dev Balance Sheet Y
1291-342 Due from deal Fiddlers Gr Balance Sheet Y
1291-343 Due frm Deal Energy Tower Balance Sheet Y
1291-344 Due from deal Phoenix Twr Balance Sheet Y
1291-345 Due frm deal Liberty Xxxx Xxxxxxx Xxxxx X
0000-000 Xxx from Deal - 50 S 10th Balance Sheet Y
1291-348 Due frm Deal-303 E Xxxxxx Balance Sheet Y
1291-401 Due from Deal-Goldentop Balance Sheet Y
1291-502 Due from Deal-Xxxxxxx Balance Sheet Y
1292-000 DUE FROM PROPERTIES Memo Balance Y
1292-101 Prop - Essex Balance Sheet Y
1292-102 Prop - Reata Balance Sheet Y
1292-103 Prop - Weslayan Balance Sheet Y
1292-104 Prop - Silverside Balance Sheet Y
1292-105 Prop - Gael Balance Sheet Y
1292-106 Prop - Merrywood Balance Sheet Y
1292-301 Prop - NAOP Balance Sheet Y
1292-302 Prop - Park Seneca Balance Sheet Y
1292-303 Prop - Santa Xxxxx Balance Sheet Y
1292-304 Prop - Piedmont Balance Sheet Y
1292-305 Prop - Hillview Balance Sheet Y
1292-306 Prop - Telecom Balance Sheet Y
1292-307 Prop - Forest Park Balance Sheet Y
1292-308 Prop - Southfield Balance Sheet Y
1292-309 Prop - Blue Ravine Balance Sheet Y
1292-310 Prop - Austin Balance Sheet Y
1292-311 Prop - Gateway Balance Sheet Y
1292-312 Prop - Lyberty Way Balance Sheet Y
1292-313 Prop - Centennial Balance Sheet Y
1292-314 Prop - Willow Bend Balance Sheet Y
1292-315 Prop - Meadowpoint Balance Sheet Y
1292-316 Prop - Timberlake Balance Sheet Y
1292-318 Prop - Federal Way Balance Sheet Y
1292-319 Prop - Fair Lakes Balance Sheet Y
1292-320 Prop - Northwest Point Balance Sheet Y
1292-321 Prop - Timberlake East Balance Sheet Y
1292-322 Prop - Plaza Ridge Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 4
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1292-324 Prop - Park Ten Balance Sheet Y
1292-325 Prop - Montague Balance Sheet Y
1292-326 Prop - Addison Balance Sheet Y
1292-327 Prop - Royal Ridge Balance Sheet Y
1292-328 Prop - Xxxxxxx Crossing Balance Sheet Y
1292-329 Prop - Innsbrook Balance Sheet Y
1292-330 Prop - Interlocken Balance Sheet Y
1292-331 Prop - Blue Lagoon Balance Sheet Y
1292-332 Prop - Xxxxxxxx Balance Sheet Y
1292-333 Prop - Highland Balance Sheet Y
1292-334 Prop - Satellite Balance Sheet Y
1292-335 Prop - 0000 Xxxx Xx. Balance Sheet Y
1292-336 Prop - 5601 Executive Dr. Balance Sheet Y
1292-337 Prop - 505 Waterford Balance Sheet Y
1292-338 Prop - Galleria North Balance Sheet Y
1292-339 Prop - Greenwood Plaza Balance Sheet Y
1292-340 Prop - River Crossing Balance Sheet Y
1292-341 Prop - Park Ten Devel Balance Sheet Y
1292-343 Prop - Energy Tower Balance Sheet Y
1292-344 Prop - Phoenix Tower Balance Sheet Y
1292-345 Prop - Liberty Plaza Balance Sheet Y
1292-346 Prop - One Xxxxxxx Park Balance Sheet Y
1292-347 Prop - 00 X. 0Xxx Xx. Xxxxxxx Sheet N
1292-348 Prop - 303 East Xxxxxx Balance Sheet Y
1292-401 Prop - Goldentop Balance Sheet Y
1292-501 Prop - One Technology Balance Sheet Y
1292-502 Prop - Xxxxxxx Balance Sheet Y
1293-000 Div. and Int. Receivable Balance Sheet Y
1294-000 Misc. A/R Employees Balance Sheet Y
1295-000 DUE FROM BROKER Balance Sheet Y
1295-001 Broker - X. Xxxxxx Balance Sheet Y
1295-002 Broker - XxxXxxx Balance Sheet Y
1295-003 Broker - Gribbell Balance Sheet Y
1295-004 Broker - Xxxxxx Balance Sheet Y
1295-005 Broker - Xxxx Balance Sheet Y
1295-006 Broker - Xxxxxx Balance Sheet Y
1295-007 Broker - Xxxxxxxxx Balance Sheet Y
1295-008 Broker - X. Xxxxxx Balance Sheet Y
1295-009 Broker - White Balance Sheet Y
1295-010 Broker - X. Xxxxxxxx Balance Sheet Y
1295-011 Broker - Xxxxxx Balance Sheet Y
1296-000 DUE FROM AFFILIATES Memo Balance Y
1296-001 Due from FSP Balance Sheet Y
1296-002 Due from FSPI Balance Sheet Y
1296-003 Due from FSP PM Balance Sheet Y
1296-004 Due from FSP Holdings Balance Sheet Y
1296-005 Due from FSP GP Balance Sheet Y
1296-006 Intercompany eliminations Balance Sheet Y
1297-000 LP Tax Receivable Balance Sheet Y
1298-000 Due From Seller Balance Sheet Y
1299-000 Reserve-Uncollectible AR Balance Sheet Y
1300-000 PREPAID EXPENSES Memo Balance Y
1301-000 Prepaid Rent Balance Sheet Y
1302-000 Prepaid Insurance Balance Sheet Y
1303-000 Prepaid Real Estate Taxes Balance Sheet Y
1304-000 Prepaid Licenses Balance Sheet Y
1305-000 Prepaid Other Balance Sheet Y
1306-000 Deposits Balance Sheet Y
1307-000 Prepaid Income Taxes Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 5
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1401-000 Land Balance Sheet y
1402-000 Land Improvements Balance Sheet y
1403-000 Building Balance Sheet y
1404-000 Building Improvements Balance Sheet y
1405-000 Tenant Improvements Balance Sheet y
1406-000 Equipment Balance Sheet y
1407-000 Furniture & Fixtures Balance Sheet y
1408-000 Leasehold Improvements Balance Sheet y
1409-000 Office Equip & Furniture Balance Sheet y
1410-000 Software Balance Sheet y
1411-000 Step Up Adjustment Balance Sheet y
1412-000 CIP - Land Improvements Balance Sheet y
1413-000 CIP - Bldg Improvements Balance Sheet y
1414-000 CIP - Tenant Improvements Balance Sheet y
1415-000 CIP - Building Balance Sheet y
1420-000 Acq Lease - Leasing Costs Balance Sheet y
1421-000 Acq. Lease - Legal Fees Balance Sheet y
1422-000 Acq. Lease-Lease Commsn Balance Sheet y
1423-000 Acq. Favorable Leases Balance Sheet y
1502-000 A/D - Land Improvements Balance Sheet y
1503-000 A/D - Building Balance Sheet y
1504-000 A/D - Building Imp. Balance Sheet y
1505-000 A/D - Tenant Imp. Balance Sheet y
1506-000 A/D - Equipment Balance Sheet y
1507-000 A/D - Furniture & Fixture Balance Sheet y
1508-000 A/D - Leasehold Imp. Balance Sheet y
1509-000 A/D - Office FFE Balance Sheet y
1510-000 Accum, Amort - Software Balance Sheet y
1511-000 A/D - Step Up Adjustment Balance Sheet y
1520-000 A/A Acq Lease Leasing Cos Balance Sheet N
1521-000 Amort - Acq. Lease-Legal Balance Sheet y
1522-000 Amort - Acq. Lease - Comm Balance Sheet y
1523-000 Amort - Acq. Favorable Le Balance Sheet y
0000-000 Xxxxxxxx Leasing and Lega Balance Sheet y
1602-000 Accum. Amort-Lease\Legal Balance Sheet y
1701-000 Merger Costs Balance Sheet y
1702-000 Office - FFE - Non RE Balance Sheet y
1703-000 A/D - Office FFE - Non RE Balance Sheet y
1704-000 Other Assets Balance Sheet y
1704-001 Accum Amort - Other Balance Sheet y
1750-000 Deferred Financing Costs Balance Sheet y
1760-000 A/A Def. Financing Costs Balance Sheet y
1800-000 I/COINVESTMENTS Memo Balance y
1800-001 Inv - FSP Balance Sheet y
1800-002 Inv - FSPI Balance Sheet y
1800-003 Inv - FSP PM Balance Sheet y
1800-004 Inv - FSP Holdings Balance Sheet y
1800-101 Inv - Essex Balance Sheet y
1800-102 Inv - Reata Balance Sheet y
1800-103 Inv. - Weslayan Balance Sheet y
1800-104 Inv - Silverside Balance Sheet y
1800-105 Inv - Gael Balance Sheet y
1800-106 Inv - Merrywood Balance Sheet y
1800-301 Inv - NAOP Balance Sheet y
1800-302 Inv - Park Seneca Balance Sheet y
1800-303 Inv - Santa Xxxxx Balance Sheet y
0000-000 Xxx - Piedmont Balance Sheet y
1800-305 Inv - Hillview Balance Sheet y
0000-000 Xxx - Telecom Balance Sheet y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 6
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1800-307 Inv - Forest Park Balance Sheet Y
1800-308 Inv - Southfield Balance Sheet Y
1800-309 Inv - Blue Ravine Balance Sheet Y
1800-310 Inv - Austin Balance Sheet Y
1800-311 Inv - Gateway Balance Sheet Y
1800-312 Inv - Lyberty Way Balance Sheet Y
1800-313 Inv - Centennial Balance Sheet Y
1800-314 Inv - Willow Bend Balance Sheet Y
1800-315 Inv - Meadowpoint Balance Sheet Y
1800-316 Inv - Timberlake Balance Sheet Y
1800-318 Inv - Federal Way Balance Sheet Y
1800-319 Inv - Fair Lakes Balance Sheet Y
1800-320 Inv - Northwest Point Balance Sheet Y
1800-321 Inv - Timberlake East Balance Sheet Y
1800-322 Inv - Plaza Ridge Balance Sheet Y
1800-324 Inv - Park Ten Balance Sheet Y
1800-325 Inv - Montague Balance Sheet Y
1800-326 Inv - Addison Circle Balance Sheet Y
1800-327 Inv - Royal Ridge Balance Sheet Y
1800-328 Inv - Xxxxxxx Crossing Balance Sheet Y
1800-329 Inv - Innsbrook Balance Sheet Y
1800-330 Inv - Interlocken Balance Sheet Y
1800-331 Inv - Blue Lagoon Balance Sheet Y
1800-332 Inv - Xxxxxxxx Xxxxx Balance Sheet Y
1800-333 Inv - Highland Place Balance Sheet Y
1800-334 Inv - Satellite Place Balance Sheet Y
1800-335 Inv - 0000 Xxxx Xx Balance Sheet Y
1800-336 Inv - 0000 Xxxx Xx Balance Sheet Y
1800-337 Inv - 505 Waterfor Balance Sheet Y
1800-338 Inv - Galleria North Balance Sheet Y
1800-339 Inv - Greenwood Balance Sheet Y
1800-341 Inv - Pk Ten Development Balance Sheet Y
1800-343 Inv - Energy Tower I Balance Sheet Y
1800-344 Inv - Phoenix Tower Balance Sheet Y
1800-401 Inv- Goldentop Balance Sheet Y
1800-501 Inv - One Technology Balance Sheet Y
1800-502 Inv - Xxxxxxx Balance Sheet Y
1800-999 Initial Investment in Sub Balance Sheet Y
1801-000 Investment - FSP Balance Sheet Y
1801-001 Investment - FSPI Balance Sheet Y
1801-002 Investment - FSPM Balance Sheet Y
1801-003 Investment - FSP Holidngs Balance Sheet Y
1801-101 Investment - Essex Balance Sheet Y
1801-102 Investment - Reata Balance Sheet Y
1801-103 Investment - Weslayan Balance Sheet Y
1801-104 Investment - Silverside Balance Sheet Y
1801-105 Investment- Gael Balance Sheet Y
1801-106 Investment - Merrywood Balance Sheet Y
1801-301 Investment - NAOP Balance Sheet Y
1801-302 Investment - Park Seneca Balance Sheet Y
1801-303 Investment - Santa Xxxxx Balance Sheet Y
1801-304 Investment - Piedmont Balance Sheet Y
1801-305 Investment - Hillview Balance Sheet Y
1801-306 Investment - Telecom Balance Sheet Y
1801-307 Investment - Forest Park Balance Sheet Y
1801-308 Investment -Southfield Balance Sheet Y
1801-309 Investment - Blue Ravine Balance Sheet Y
1801-310 Investment - Austin Balance Sheet Y
1801-311 Investment - Gateway Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 7
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
1801-312 Investment - Lyberty Way Balance Sheet Y
1801-313 Investment - Centennial Balance Sheet Y
1801-314 Investment - Willow Bend Balance Sheet Y
1801-315 Investment - Meadow Pt Balance Sheet Y
1801-316 Investment - Timberlake Balance Sheet Y
1801-318 Investment - Federal Way Balance Sheet Y
1801-319 Investment - Fair Lakes Balance Sheet Y
1801-320 Investment - Northwest Pt Balance Sheet Y
1801-321 Investment - Timberlake E Balance Sheet Y
1801-322 Investment - Plaza Ridge Balance Sheet Y
1801-324 Investment - Park Ten Balance Sheet Y
1801-325 Investment - Montague Balance Sheet Y
1801-326 Investment - Addison Balance Sheet Y
1801-327 Investment - Royal Ridge Balance Sheet Y
1801-328 Investment - Xxxxxxx Cross Balance Sheet Y
1801-329 Investment - Innsbrook Balance Sheet Y
1801-330 Investment - 380 Interlkn Balance Sheet Y
1801-331 Investment - Blue Lagoon Balance Sheet Y
1801-332 Inv -Xxxxxxxx Xxxxx Balance Sheet Y
1801-334 Investment - Satellite Balance Sheet Y
1801-335 Investment - 0000 Xxxx Xx Balance Sheet Y
1801-401 Investment - Goldentop Balance Sheet Y
1801-501 Investment - One Tech Balance Sheet Y
1801-502 Investment - Xxxxxxx Balance Sheet Y
1801-999 Investment in Subsidiary Balance Sheet Y
1901-000 Loan Rec - Affiliate Balance Sheet Y
1901-001 SAR Loan Rec reduction Balance Sheet Y
1902-000 Finance Fees Balance Sheet Y
1903-000 Commitment Fees Balance Sheet Y
1904-000 Organization Cost Balance Sheet Y
1950-000 Assets held for sale Balance Sheet Y
2000-000 Liabilities Memo Balance Y
2010-000 Accounts Payable Balance Sheet Y
2101-000 Accrued Operating Exp Balance Sheet Y
2102-000 Accrued Interest Exp Balance Sheet Y
2103-000 Accrued Utilities Balance Sheet Y
2104-000 Accrued Property Tax Exp Balance Sheet Y
2104-001 Accrued TX HB3 Tax Balance Sheet N
2105-000 Accrued Management Fees Balance Sheet Y
2106-000 Accrued Professional Fees Balance Sheet Y
2107-000 Accrued Bonuses Balance Sheet Y
2108-000 Accrued Dividends Balance Sheet Y
2109-000 Other Accrued Expenses Balance Sheet Y
2110-000 Accrued franchise tax Balance Sheet Y
2120-000 Accrued Post Deal Exp Balance Sheet Y
2121-000 Accrued Commissions Balance Sheet Y
2122-000 Accrued Commsn Rebates Balance Sheet Y
2130-000 Accrued Exp - Roll Up Balance Sheet Y
2290-000 Payroll Clearing Balance Sheet Y
2300-000 Sales Tax Payable Balance Sheet Y
2301-000 Payroll Taxes Payable Balance Sheet Y
2302-000 Income Taxes Payable Balance Sheet Y
2303-000 Deferred Rental Income Balance Sheet Y
2303-025 Prepaid Sales Tax Balance Sheet Y
2303-050 Deferred Revenue Balance Sheet Y
2304-000 Due to Tenant - TI Balance Sheet Y
2305-000 Accrued 401(k) - Employer Balance Sheet Y
2306-000 Accrued 401(k) - Employee Balance Sheet Y
2307-000 Deferred Property Tax Inc Balance Sheet Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 8
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
2310-000 Utility Deposits Balance Sheet Y
2311-000 Security Deposits Balance Sheet Y
2312-000 Good Faith Deposit Balance Sheet Y
2320-000 Due to Affiliates Balance Sheet Y
2321-000 Due to Tenants Balance Sheet Y
2322-000 Due to former Owner Balance Sheet Y
2399-000 Minority Interest Balance Sheet Y
2401-000 Loan Payable - Bank Balance Sheet Y
2402-000 Loan Payable - Affiliate Balance Sheet Y
2500-000 Rental Agrmt Escrow Balance Sheet Y
2700-000 ACQUIRED UNFAVOR. LEASE Memo Balance Y
2710-000 Acquired Unfavorable Leas Balance Sheet Y
2715-000 A/A Acq. Unfavorable Leas Balance Sheet Y
0000-000 Xxxxxxxxx Stock Balance Sheet Y
3002-000 Common Stock Balance Sheet Y
3003-000 Addtl Paid in Capital Balance Sheet Y
3100-000 RETAINED EARNINGS Memo Balance Y
3100-001 R/E Profits Balance Sheet Y
3100-003 R/E Profits 2003 Balance Sheet Y
3100-004 RIE Profits 2004 Balance Sheet Y
3100-999 Prior Year Earnings Balance Sheet Y
3101-000 Current Year Earnings Balance Sheet Y
3110-000 R/E DISTRIBUTIONS Memo Balance Y
3110-003 R/E Distributions 2003 Balance Sheet Y
3110-004 R/E Distribution Balance Sheet Y
3110-999 Prior Year Distributions Balance Sheet Y
3990-000 Treasury Stock Balance Sheet Y
4010-000 RENTAL REVENUE Memo Income Y
4010-001 Base Rents Income Y
4010-002 Amort - Def Ls Benefits Income Y
4010-003 SAR - Rental Revenue Income Y
4011-000 Amort - Favorble lease Income Y
4011-001 SAR - Amort. Fav lease Income Y
4015-000 FASB 00 XXXXXXX Xxxx Xxxxxx X
0000-000 Xxxxxxx for FASB 13 Income Y
4015-002 SAR - FASB 13 Revenue Income Y
4015-050 Amort - FASB 13 Rec Income Y
4015-099 FASB 13 Revenue Income Y
4020-000 RECOVERABLE INCOME Memo Income Y
0000-000 Xxxxxx Xxxx Maintenance Income Y
4020-002 P/Y CAM Income Y
4020-010 Insurance Income Y
4020-011 P/Y Insurance Income Y
4020-020 Real Estate Taxes Income Y
4020-021 P/Y RE Taxes Income Y
4020-030 Utility Recovery Income Y
4020-031 PN Utility Recovery Income Y
4020-040 REOA Income - Retail Income Y
4020-041 REOA Income - Office Income Y
4070-000 TENANT WORK ORDERS Memo Income Y
4070-001 Work Order Xxxxxxxx Income Y
4070-002 Admin Fee - WO Xxxxxxxx Income Y
4070-003 Service Xxxxxxxx Income Y
4070-010 HVAC - Overtime Income Y
4070-011 Admine Fee - HVAC Income Y
4070-015 Security Income Y
4070-016 Admin Fee - Security Income Y
4070-999 Reserve for Uncollectible Income Y
4080-000 OTHER INCOME Memo Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 9
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
4080-001 Parking Income Y
4080-002 Late Fees Income Y
4080-003 NSF Fees Income Y
4080-004 Security Deposit Forfeits Income Y
4080-005 Parking - Leased Income Y
4080-006 Parking - Tenant Income Y
4080-012 Membership Fees Income Y
4080-013 Registration Fees Income Y
4090-000 MISC INCOME Memo Income Y
4090-001 Bank Interest Income Y
4090-002 Capital Reserve Interest Income Y
4110-000 RENTAL REVENUE Memo Income Y
4110-001 Gross Potential Rent Income Y
0000-000 Xxxxxxx Income Y
4180-000 OTHER REVENUE Memo Income Y
4180-001 Month to Month Income Y
4180-002 Security Deposit Forfeits Income Y
0000-000 Xxxxxxxxxxx Fees Income Y
0000-000 Telephone/Cable Income Y
4180-005 Late Fees Income Y
4180-006 NSF Fees Income Y
4180-007 Application Fees Income Y
4180-008 Pet Charges Income Y
4180-009 Vending Income Y
4180-010 Storage Income Y
4180-011 Damages Income Y
4180-012 Membership Fees Income Y
4180-013 Registration Fees Income Y
0000-000 Xxxxxxxxxxxxx Income Income Y
4210-000 Retail Revenue Income Y
4601-000 Commission Inc - Gross Income Y
4602-000 Commission Inc - Rebates Income Y
4603-000 Syndication Fees Income Y
4604-000 Transfer Fees Income Y
4605-000 Development Fees Income Y
4606-000 Interest - Banks Income Y
4606-001 SAR - Interest Income Income Y
4701-000 Management Fee Income Income Y
4701-001 SAR - Management Fee Income Y
4702-000 Transaction Fees Income Y
4703-000 Dividend Income Income Y
4703-001 SAR - Dividend Fee Income Y
4704-000 Sponsored REIT Income Income Y
4705-000 Interest Income - Loans Income Y
4706-000 Interest Income - Banks Income Y
4707-000 Equity Income from REITS Memo Income Y
4707-001 SAR Equity Income Income Y
4707-331 Equity Income - Blue Lagoon Income Y
4707-334 Equity Inc - Phoenix Twr Income N
4707-335 Equity Income - 1441 Main Income Y
4707-341 Equtiy Inc - Prk Ten Dev Income N
4801-000 Gain/Loss - Sale of Asset Income Y
4802-000 Other Income Income Y
4802-002 SD/RF Clearing Acct Income Y
5100-000 PAYROLL - OTHER Memo Income Y
5100-001 Bonus Income Y
5100-002 Uniforms Income Y
5100-003 Transportation Income Y
5100-004 Apartment Allowance Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 10
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
5120-000 REPAIRS& MAINTENANCE Memo Income Y
5120-001 Salaries - Maintenance Income Y
5120-002 Contract Labor Income Y
5120-003 Salary Reimbursement Income Y
5120-004 FICA Income Y
5120-005 FUTA Income Y
5120-006 SUI Income Y
5120-007 Health/Dental Income Y
5120-008 Workers Comp Insurance Income Y
5120-009 Employee Life Insurance Income Y
5120-010 Carpet/Tile Income Y
5120-011 Paint/Sheetrock Income Y
5120-012 Locks Income Y
5120-013 Windows Income Y
5120-014 Appliances Income Y
0000-000 Xxxxxxxxxxx Supplies Income Y
5120-016 Tools & Equipment Income Y
5120-017 Misc Interior Repairs Income Y
5120-018 Interior Plants Income Y
5120-019 General Maint - Metal Income Y
5120-020 Exterminating Income Y
5120-021 Signage Income Y
5120-022 Seasonal Decorations Income Y
5120-023 General Building Income Y
5120-024 Parking Area Income Y
5120-025 Roof Repairs Income Y
5120-026 Misc. Exterior Repairs Income Y
5120-027 Other Building R&M Income Y
5120-028 R&M Uninsured Claims Income Y
5120-029 Garage Repairs Income Y
5130-000 HVAC Memo Income Y
5130-001 HVAC - Contract Maint Income Y
5130-002 HVAC - Repairs Income Y
5130-003 HVAC - Filters Income Y
5130-004 HVAC - Other Supplies Income Y
5130-005 HVAC - Water Treatment Income Y
5130-006 HVAC - Other Income Y
5140-000 ELECTRIC Memo Income Y
5140-001 Lighting Contract Maint Income Y
5140-002 Electric - Light Bulbs Income Y
5140-003 Electric - Supplies Income Y
5140-004 Electric- Other Income Y
5150-000 PLUMBING Memo Income Y
5150-001 Plumbing - Repairs Income Y
5150-002 Plumbing - Supplies Income Y
5150-003 Plumbing - Other Income Y
5160-000 ELEVATOR Memo Income Y
5160-001 Elevator Contract Income Y
5160-002 Elevator Repairs Income Y
5170-000 CLEANING Memo Income Y
5170-001 Salaries Income Y
5170-002 Contract Labor Income Y
5170-003 Salary Reimbursement Income Y
5170-004 FICA Income Y
5170-005 FUTA Income Y
5170-006 SUI Income Y
5170-007 Health/Dental Insurance Income Y
5170-008 Workers Comp Insurance Income Y
5170-009 Employee Life Insurance Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 11
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
5170-010 Cleaning Service-Interior Income Y
5170-011 Cleaning Service-Windows Income Y
5170-012 Cleaning Supplies Income Y
5170-013 Trash Removal Income Y
5180-000 SECURITY/SAFETY Memo Income Y
5180-001 Salaries Income Y
5180-002 Contract Labor Income Y
5180-003 Salary Reimbursement Income Y
5180-004 FICA Income Y
5180-005 FUTA Income Y
5180-006 SUI Income Y
5180-007 Health/Dental Income Y
5180-008 Workers Comp Insurance Income Y
5180-010 Generator Income Y
5180-011 Life Safety Income Y
5180-012 Alarm Systems Income Y
5180-013 Contract Security Income Y
5180-014 Security Telephone Income Y
5190-000 LANDSCAPING Memo Income Y
5190-001 Landscaping Contract Income Y
5190-002 Landscaping Supplies Income Y
5190-003 Landscaping Repairs Income Y
5200-000 GROUNDS MAINTENANCE Memo Income Y
5200-001 Association Fees Income Y
5200-002 Pools/Fountains Income Y
5200-003 Parking Lot Sweeping Income Y
5200-004 Parking Lot Repairs Income Y
5200-005 Parking Lot Painting Income Y
5200-006 Snow Removal Income Y
5200-007 Other Grounds Maint Income Y
5210-000 UTILITIES Memo Income Y
5210-001 Electricity Income Y
5210-002 Electricity - Tenant Unit Income Y
5210-003 Gas Income Y
5210-004 Oil Income Y
0000-000 Xxxxx/Xxxxx Income Y
5210-006 Cable/Satellite TV Income Y
5220-000 TAXES Memo Income Y
5220-001 Real Estate Taxes Income Y
5220-002 Personal Property Tax Income Y
5220-003 Property Tax Abatement Income Y
5220-004 Other Taxes Income Y
5220-006 TX HB3 Tax Income N
5221-000 INSURANCE Memo Income Y
0000-000 X&X/Xxxxxxxxx Insurance Income Y
5221-002 Earthquake/Flood Income Y
5221-003 Other Insurance Income Y
5230-000 MARKETING Memo Income Y
5230-001 Advertising Income Y
5230-002 Promotion Income Y
5230-003 Marketing/Models Income Y
5230-004 Other Marketing Income Y
5230-005 Locator Fees Income Y
5230-006 Tenant Screening Income Y
5230-007 Tenant Relations Income Y
5230-008 Commissions Income Y
5240-000 GENERAL & ADMINISTRATIVE Memo Income Y
5240-001 Salaries Income Y
5240-002 Salary Reimbursement Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 12
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
5240-003 FICA Income Y
5240-004 FUTA Income Y
5240-005 SUI Income Y
5240-006 Health/Dental Insurance Income Y
5240-007 Workers Comp Income Y
5240-008 Employee Life Insurance Income Y
5240-009 Management Fee - Local Income Y
5240-010 Management Fee - FSP Income Y
5240-011 Accounting Services Income Y
5240-012 Travel & Entertainment Income Y
5240-013 Meals Income Y
5240-014 Computer/Copier/Fax Income Y
5240-015 Office Supplies/Printing Income Y
0000-000 Telephone/Answer/Page Income Y
5240-017 Postage & Delivery Income Y
5240-018 Software Income Y
5240-019 Meeting/Training/Subs. Income Y
5240-020 Permits/Fees/Dues Income Y
5240-021 Prof Fees - Audit Income Y
5240-022 Prof Fees - PM Accounting Income Y
5240-023 Prof Fees - Legal Income Y
5240-024 Prof Fees - Other Income Y
5240-025 Emp Costs - Hiring Income Y
5240-026 Bank Charges Income Y
5240-027 Bad Debt Expense Income Y
5240-028 Misc Expense Income Y
5240-029 401K Match Income Y
5240-030 Rent Income Y
5240-031 Fee - Parking Income Y
5990-000 TENANT WORK ORDERS Income Y
5990-040 REOA Expense - Retail Income Y
5990-041 REOA Expense - Office Income Y
6100-000 PAYROLL- OTHER Memo Income Y
6100-001 Bonus Income Y
6100-002 Uniforms Income Y
6100-003 Transportation Income Y
6100-004 Apartment Allowance Income Y
6120-000 REPAIR & MAINTENANCE Memo Income Y
6120-001 Salaries - Maint Income Y
6120-002 Contract Labor Income Y
6120-003 Salary Reimbursement Income Y
6120-004 FICA Income Y
6120-005 FUTA Income Y
6120-006 SUI Income Y
6120-007 Health/Dental Insurance Income Y
6120-008 Workers Comp Ins Income Y
6120-009 Employee Life Ins Income Y
6120-010 Carpet/Tile Income Y
6120-011 Paint/Sheetrock Income Y
6120-012 Locks Income Y
6120-013 Windows Income Y
6120-014 Appliances Income Y
0000-000 Xxxxxxxxxxx Supplies Income Y
6120-016 Tools & Equipment Income Y
6120-017 Misc. Interior Repairs Income Y
6120-018 Interior Plants Income Y
6120-019 General Maint - Metal Income Y
6120-020 Extermination Income Y
6120-021 Signage Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 13
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
6120-022 Seasonal Decorations Income Y
6120-023 General Building Income Y
6120-024 Parking Area Income Y
6120-025 Roof Repairs Income Y
6120-026 Misc. Exterior Repairs Income Y
6120-027 Other BuildingR&M Income Y
6120-028 R&M Uninsured Claims Income Y
6130-000 HVAC Memo Income Y
6130-001 HVAC - Contract Maint. Income Y
6130-002 HVAC - Repairs Income Y
6130-003 HVAC - Filters Income Y
6130-004 HVAC - Other Supplies Income Y
6130-005 HVAC - Water Treatment Income Y
6130-006 HVAC - Other Income Y
6140-000 ELECTRIC Memo Income Y
6140-001 Elec - Lighting Contract Income Y
6140-002 Electric - Light Bulbs Income Y
6140-003 Electric Supplies Income Y
6140-004 Electric - Other Income Y
6150-000 PLUMBING Memo Income Y
6150-001 Plumbing - Repairs Income Y
6150-002 Plumbing - Supplies Income Y
6150-003 Plumbing - Other Income Y
6160-000 ELEVATOR Memo Income Y
6160-001 Elevator Contract Income Y
6160-002 Elevator Other Income Y
6170-000 CLEANING Memo Income Y
6170-001 Salaries Income Y
6170-002 Contract Labor Income Y
6170-003 Salary Reimbursement Income Y
6170-004 FICA Income Y
6170-005 FUTA Income Y
6170-006 SUI Income Y
6170-007 Health/Dental Insurance Income Y
6170-008 Workers Comp Ins Income Y
6170-009 Employee Life Insurance Income Y
6170-010 Cleaning Service-Interior Income Y
6170-011 Cleaning Service-Windows Income Y
6170-012 Cleaning Supplies Income Y
6170-013 Trash Removal Income Y
6180-000 SECURITY/SAFETY Memo Income Y
6180-001 Salaries Income Y
6180-002 Contract Labor Income Y
6180-003 Salary Reimbursement Income Y
6180-004 FICA Income Y
6180-005 FUTA Income Y
6180-006 SUI Income Y
6180-007 Health/Dental Insurance Income Y
6180-008 Workers Comp Ins Income Y
6180-009 Employee Life Insurance Income Y
6180-010 Generator Income Y
6180-011 Life Safety Income Y
6180-012 Alarm Systems Income Y
6180-013 Contract Security Income Y
6180-014 Security Telephone Income Y
6190-000 LANDSCAPING Memo Income Y
6190-001 Landscaping Service Income Y
6190-002 Landscaping Supplies Income Y
6190-003 Landscaping Repairs Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 14
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
6200-000 GROUNDS MAINTENANCE Memo Income Y
6200-001 Association Fees Income Y
6200-002 Pools/Fountains Income Y
6200-003 Parking Lot Sweeping Income Y
6200-004 Parking Lot Repairs Income Y
6200-005 Parking Lot Painting Income Y
6200-006 Snow Removal Income Y
6200-007 Other Grounds Maintenance Income Y
6200-008 Garage Repairs Income Y
6210-000 UTILITIES Memo Income Y
6210-001 Electricity Income Y
6210-002 Electricity Tenant Units Income Y
6210-003 Gas Income Y
6210-004 Oil Income Y
0000-000 Xxxxx/Xxxxx Income Y
6210-006 Cable/Satellite TV Income Y
6220-000 TAXES Memo Income Y
6220-001 Real Estate Taxes Income Y
6220-002 Personal Property Taxes Income Y
6220-003 Property Tax Abatement Income Y
6220-004 Other Taxes Income Y
6220-005 SAR - Real estate taxes Income Y
6220-006 TX HB3 Tax Income N
6221-000 INSURANCE Memo Income Y
0000-000 X&X/Xxxxxxxxx Ins Income Y
6221-002 Earthquake/Flood Ins Income Y
6221-003 Other Insurance Income Y
6230-000 MARKETING Memo Income Y
6230-001 Advertising Income Y
6230-002 Promotion Income Y
6230-003 Marketing/Models Income Y
6230-004 Other Marketing Income Y
6230-005 Locator Fees Income Y
6230-006 Tenant Screening Income Y
6230-007 Tenant Relations Income Y
6230-008 Commissions Income Y
6240-000 GENERAL & ADMINISTRATIVE Memo Income Y
6240-001 Salaries - Administrative Income Y
6240-002 Salary Reimbursement Income Y
6240-003 FICA Income Y
6240-004 FUTA Income Y
6240-005 SUI Income Y
6240-006 Health/Dental Insurance Income Y
6240-007 Workers Comp Ins Income Y
6240-008 Employee Life Ins Income Y
6240-009 Management Fee - Local Income Y
6240-010 Management Fee - FSP Income Y
6240-011 Accounting Services Income Y
6240-012 Travel & Entertainment Income Y
6240-013 Meals Income Y
6240-014 Computer/Copier/Fax Income Y
6240-015 Office supplies/Printing Income Y
0000-000 Telephone/Answer/Page Income Y
6240-017 Postage & Delivery Income Y
6240-018 Software Income Y
6240-019 Meeting/Training/Subs Income Y
6240-020 Permits/Fees/Dues Income Y
6240-021 Prof Fees - Audit Income Y
6240-022 Prof Fees - PM Accounting Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 15
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
6240-023 Prof Fees - Legal Income Y
6240-024 Prof Fees - Other Income Y
6240-025 Employment Costs - Hiring Income Y
6240-026 Bank Charges Income Y
6240-027 Bad Debt Expense Income Y
6240-028 Misc. Expense Income Y
6240-029 401(k) Match Income Y
6240-030 Rent Income Y
6240-031 Fee - Parking Income Y
6240-032 Parking - Vista Income Y
6240-033 Parking - TIC Income Y
6240-040 SAR - Non-recoverable exp Income Y
6300-000 Land Sale Exp Income Y
6901-000 Funded - R&M Income Y
6902-000 Funded - Acctg & Audit Income Y
6903-000 Funded- TI Income Y
6904-000 Funded - Legal Income Y
6905-000 Funded -Oth Prof Fees Income Y
6990-000 TENANT WORK ORDERS Memo Income Y
6990-001 Tenant Work Orders Income Y
6990-003 Service Charges Income Y
6991-000 Merger Costs Income Y
7502-000 Depreciation - Land Imp Income Y
7503-000 Depreciation - Bldg Income Y
7503-003 SAR - Deprec & Amort Income Y
7504-000 Depreciation - Bldg Imp Income Y
7505-000 Depreciation - TI Income Y
7506-000 Depreciation - Equipment Income Y
7507-000 Depreciation - Furn & Fix Income Y
7508-000 Depreciation-Leasehold Im Income Y
7509-000 Depreciation- Office FFE Income Y
7510-000 Depreciation - Software Income Y
7511-000 Depreciation- Step Up Adj Income Y
7520-000 Amort - FAS 141 Adj. Income Y
7521-000 Amort - Acq Lease- Legal Income Y
7523-000 Amt Fav Leases DO NOT USE Memo Income Y
7602-000 Amort - Def Leasing Comms Income Y
7702-000 Deprecn-Non RE Office FFE Income Y
7704-000 Amort - Other Asset Income Y
0000-000 Xxxxxxxxxx loss Income N
8100-000 SALARIES Memo Income Y
8100-001 Executive Income Y
8100-002 Investment Exec Income Y
8100-003 Sales Assistants Income Y
8100-004 Property Management Income Y
8100-005 Finance Income Y
8100-006 Operations Income Y
8100-007 Acquisitions Income Y
8100-008 Salaries - Regular Income Y
8100-009 Director's Fees Income Y
8101-000 Discretionary Bonus Income Y
8110-000 PAYROLL TAXES & BENEFITS Memo Income Y
0000-000 Xxxxxxx Taxes Income Y
8110-002 Health Insurance Income Y
8110-003 Dental Insurance Income Y
8110-004 Disability Insurance Income Y
8110-006 Workmens Comp Insurance Income Y
8110-007 401(K) Contributions Income Y
8120-000 TRAVEL & ENTERTAINMENT Memo Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 16
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
8120-001 Travel Income Y
8120-002 Meals Income Y
0000-000 Xxxxxxxxxxxxx Income Y
8121-000 INSURANCE Memo Income Y
0000-000 Xxxxxxxx Bond Income Y
8121-002 Liability/Contents Income Y
8121-003 Surety Bond Income Y
8121-004 Officers Life Income Y
8130-000 GENERAL & ADMINISTRATIVE Memo Income Y
8130-001 Sales & Promotion Income Y
8130-002 Meeting/Training/Dues Income Y
8130-003 Financing Costs Income Y
8130-004 Prof Fees- Acctg/Audit Income Y
8130-005 Prof Fees - Legal Income Y
8130-006 Prof Fees - Other Income Y
8130-007 Prof Fees - Transfer Agnt Income Y
0000-000 Xxxxxxx Processing Income Y
8130-009 Bank Charges Income Y
8130-010 Licenses & Permits Income Y
8130-011 Recruiting Expense Income Y
8130-012 Office Supplies & Service Income Y
8130-013 Stationary & Printing Income Y
8130-014 Equip Maint & Supplies Income Y
8130-015 Computer Maint & Supplies Income Y
8130-016 Comp Services & Consult Income Y
8130-017 Software Maint/Updates Income Y
8130-018 Temporary Help Income Y
8130-019 Dues & Subscriptions Income Y
0000-000 Xxxxxxxxx Meetings Income Y
0000-000 Telephone Income Y
8130-022 Postage Income Y
8130-023 Overnight Delivery Income Y
8130-024 Other Shipping/Courier Income Y
8130-025 Office Rent Income Y
8130-026 Office Cleaning/Maint Income Y
8130-027 Contributions Income Y
8130-030 Public Company Expenses Income Y
8131-000 DEAL RELATED EXPENSES Memo Income Y
8131-001 Commission Expense Income Y
8131-002 Commission Holdbacks Income Y
8131-003 Other Deal Related Exp Income Y
8131-004 Broker - Travel Income Y
8131-005 Broker - Entertainment Income Y
8131-006 Broker - Meals Income Y
8131-007 Broker - Office Income Y
0000-000 Broker -Telephone Income Y
8131-009 Incomplete Deal Exp Income Y
8140-000 UTILITIES Memo Income Y
8140-001 Electricity Income Y
8140-002 Water Income Y
8150-000 INTEREST/COMMITMENT FEES Memo Income Y
8150-001 Interest Expense Income Y
8150-002 Commitment Fees Income Y
8150-010 Amort Def Financing Costs Income N
0000-000 XXXXXXXXXXXXX Memo Income Y
0000-000 Xxxxxxxxx Fees Income Y
8160-002 Other Taxes Income Y
8160-003 Financing Costs Income Y
8160-004 Other Miscellaneous Income Y
----------------------------------------------------------------------------------------------------
Database: FRANKLINPROP Chart of Accounts Page: 17
Ledger Code: XX Xxxxxxxx Street Properties Date: 11/16/2006
Franklin Street Time: 12:47 PM
----------------------------------------------------------------------------------------------------
1099
Account Description Type Account DP Restriction
----------------------------------------------------------------------------------------------------
8160-005 Organization Costs Income Y
8900-000 OTHER EXPENSES Memo Income Y
8900-001 Allocated Expense Income Y
0000-000 Xxx-Xxxx Compensation Income Y
8902-000 Sponsored REIT Expenses Income Y
8903-000 Federal Income Taxes Income Y
8904-000 State Income Taxes Income Y
8920-000 Stock Registration Costs Income Y
9000-000 PY Capital Offset Income Y
9999-000 Suspense Income Y
EXHIBIT D
EMPLOYEES
(See below list of positions and allocation to the Project)
Administration Allocation to Project
General Manager 85%
Property Manager 80%
Property Assistants 90%
Total Administrative FTE 2.55
Maintenance
Lead Engineer 100%
Maintenance Engineer 100%
Maintenance Engineer 100%
Total Maintenance FTE 3.0
Titles are meant to be representative only. The staffing levels may be modified
from time to time upon agreement between Owner and Manager and as contained in
any approved Budget.
On-site staffing compensation and benefit costs to be reimbursed by the Project
include: payroll costs, customary payroll taxes, bonuses, 401K/profit sharing
plans and administrative expenses associated therewith, medical and health
insurance, life and disability insurance, workers' compensation, vacation,
severance, car allowances, parking costs, training and education costs, State
and Federal employment taxes and Social Security contributions.
-26-
MEMORANDUM OF MANAGEMENT AGREEMENT
THIS MEMORANDUM OF MANAGEMENT AGREEMENT (this "Memorandum") is made and
entered into as of the 8th day of November, 2006, by and between FSP 00 Xxxxx
Xxxxx Xxxxxx Corp. ("Owner"), whose principal office and place of business is
000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and Xxxx
Companies US, Inc. ("Manager"), whose principal office and place of business is
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000.
RECITALS:
A. Owner is the owner of a commercial property development located at 00
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 (the "Project") described
on the attached Exhibit A.
B. Owner and Manager have entered into a certain Management Agreement (the
"Agreement") of even date herewith appointing Manager as manager of the Project.
C. Owner and Manager desire to execute and deliver to each other and
record this Memorandum for purposes of memorializing and evidencing the
Agreement of record;
NOW THEREFORE, for valuable consideration, Owner and Manager hereby
covenant and agree as follows:
1. Definitions. Any capitalized term used herein and not defined herein
shall have the meaning ascribed to such term in the Agreement.
2. Agreement. Owner and Manager have entered into the Agreement and by
their execution, delivery and recording of this Memorandum memorialize of
record, and intend to give notice of, the Agreement.
3. Term; Runs with Land; Effect of Assignment. Unless earlier terminated
pursuant to the terms thereof, the Agreement shall commence as of the date
hereof and continue through and including December 31, 2012, and month-to-month
thereafter. If Owner sells, transfers or conveys the Project and at the time of
such sale the Agreement remains in full force and effect, Owner shall require
the buyer to assume all of Owner's obligations under the Agreement as a
condition to closing. Until the expiration or earlier termination of the
Agreement, the Agreement
shall run with the title to the Project and bind all future owners of the
Project. Any party acquiring the Project shall be deemed to have assumed all of
Owner's obligations under the Agreement. Owner agrees not to sell, transfer or
convey the Project without assigning Agreement to the party acquiring the
Project, and causing the acquiring party to assume all of Owner's obligations
under the Agreement in a writing delivered to Manager.
4. Amendment; Termination. The Agreement may be amended or terminated
only by an instrument in writing signed by Owner and Manager, except as
otherwise provided in the Agreement. If the Agreement is terminated for any
reason, Manager shall execute a termination of this Memorandum, in recordable
form, upon Owner's request.
5. Incorporation of Terms. This Memorandum is made subject to and together
with all of the terms, covenants and conditions contained in the Agreement and
any amendments that may be made from time to time to the Agreement. All of the
terms, covenants and conditions of the Agreement, and any amendments that may be
made from time to time to the Agreement, are fully incorporated in this
Memorandum by this reference as fully as if they had been set forth in this
Memorandum.
[THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. SIGNATURE
PAGES BEGIN ON THE NEXT PAGE.]
2
IN WITNESS WHEREOF, Owner and Manager have executed this Memorandum as of
the day and year first written above.
RC-NRI, LLLP, a Delaware limited liability
limited partnership
By: 900 Nicollet General Partner, LLC, its
general partner
By: RNN, LLLP, its sole member
By: RNN GP, LLC, its general partner
By: Xxxx 900, LLC, its managing member
By: /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Its Chief Manager
STATE OF MINNESOTA )
)SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 8 day of November,
2006, by Xxxxxxx X. Xxxx, the Chief Manager of Xxxx 900, LLC, a Minnesota
limited liability company, the managing member of RNN GP, LLC, a Delaware
limited liability company, the general partner of RNN, LLLP, a Delaware limited
liability limited partnership, the sole member of 900 Nicollet General Partner,
LLC, a Delaware limited liability company, the general partner of RC-NRI, LLLP,
a Delaware limited liability limited prtnership, on behalf of said limited
liability limited partnership.
/s/ Xxxx X. Xxxxxxxxx
---------------------
Notary Public
[NOTARY PUBLIC SEAL]
3
FSP 00 XXXXX XXXXX XXXXXX CORP., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx,
Title: President
COMMONWEALTH OF MASSACHUSETTS :
: ss
COUNTY OF MIDDLESEX :
On this 8th day of November 2006, before me, the undersigned notary public,
personally appeared Xxxxxx X. Xxxxxx, President of FSP 00 Xxxxx Xxxxx Xxxxxx
Corp., a Delaware corporation, proved to me through satisfactory evidence of
identification, which was personal knowledge of identity, to be the person whose
name is signed on the preceding or attached document, and acknowledged to me
that he signed it voluntarily, as the act and deed of said entity for its stated
purpose.
/s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------------------
Official Signature and Seal of Notary Public
[Seal of Notary Public]
This instrument drafted by:
Xxxxxx & Whitney LLP (MEH)
00 Xxxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
4
EXHIBIT A
LEGAL DESCRIPTION OF THE PROJECT
Parcel 1 (Office Tower Parcel):
Xxxxxx X, X, X, X, 0, X, X, X, Z and CC, Registered Land Survey No. 1717, Files
of Registrar of Titles, County of Hennepin, State of Minnesota.
Being registered land as is evidenced by Certificate of Title No. 1072166.
Parcel 2 (Additional Retail Parcel):
Xxxxxx X, X, X, X, X, X, X, XX and EE, Registered Land Survey No. 1717, Files of
Registrar of Titles, County of Hennepin, State of Minnesota.
Being registered land as is evidenced by Certificate of Title No. 1072166.
Parcel 3 (Public Parking Garage Parcel):
Together with the optionee's interest in the following described land pursuant
to that certain Parking Garage Parcel Right of First Offer Agreement executed by
the City of Minneapolis, as optionor, and Xxxx 900, LLC, a Minnesota limited
liability company, as optionee, a memorandum of which was filed on October 18,
2000, as Document No. 3324809 for which the optionee's interest was assigned to
RC-NRI, LLC, a Delaware limited liability company by Assignment and Assumption
of Parking Garage Parcel Right of First Offer dated September 29, 2000, filed
October 18, 2000, as Document No. 3324812 AND as amended by First Amendment to
Parking Garage Parcel Right of First Offer Agreement dated August 29, 2001,
filed October 16, 2001, as Document No. 3446924. RC-NRI, LLC converted to and
changed its name to RC-NRI, LLLP, a Delaware limited liability limited
partnership as evidenced by Document Nos. 3555886 and 3569022.
Tracts A, B, G and K, Registered Land Survey No. 1717, Files of the Registrar of
Titles, County of Hennepin, State of Minnesota.
Being registered land as is evidenced by Certificate of Title No. 1072167.
Parcel 4 (REOA):
Together with the appurtenant easements contained in that certain Reciprocal
Easement and Operation Agreement dated September 27, 2000, filed October 18,
2000, as Document No. 3324805 as amended by First Amendment to Reciprocal
Easement and Operation Agreement dated August 24, 2001, filed October 16, 2001,
as Document No. 3446930. Certain Xxxx 900, LLC rights were assigned to Target
Corporation, a Minnesota Corporation by that certain Assignment of Reciprocal
Easement and Operation Agreement dated August 29, 2001, filed October 16, 2001,
as Document No. 3446932.
5
Parcel 0 (0xx Xxxxxx Xxxxxx):
Together with the appurtenant easements contained in that certain Agreement for
Skyway Construction, Operation, Maintenance, and Easements (0xx Xxxxxx Skyway)
dated December 28, 1998, filed July 30, 1999, as Document No. 3187400 as amended
by First Amendment dated November 18, 1999, filed March 29, 2000, as Document
No. 3268304 and as amended by Declaration of Legal Description dated August 24,
2001, filed October 16, 2001, as Document No.3446909.
Parcel 6 (10th Street Skyway):
Together with the appurtenant easements contained in that certain Agreement for
Skyway Construction, Operation, Maintenance and Easements (00xx Xxxxxx Skyway)
dated December 28, 1998, filed July 30,1999, as Document No. 7154888 as amended
by First Amendment dated November 18, 1999, filed October 18, 2000, as Document
No. 3324807 and as amended by Declaration of Legal Description dated August 24,
2001, filed October 16, 2001, as Document No.3446907.
Parcel 0 (XxXxxxx Xxxxxx Xxxxxx):
Together with the appurtenant easements contained in that certain Agreement for
Skyway Construction, Operation, Maintenance, and Easements (LaSalle Avenue
Skyway) dated May 18, 2000, filed August 7, 2000, as Document No. 3302944 as
amended by Declaration of Legal Description dated August 24, 2001, filed October
16, 2001, as Document No. 3446908.
Parcel 8 (Nicollet Mall Skyway):
Together with the appurtenant easements contained in that certain Agreement for
Skyway Construction, Operation, Maintenance and Easements (Nicollet Mall Skyway)
dated January 29, 1999, filed July 30, 1999, as Document No. 7154889 as amended
by First Amendment dated November 18, 1999, filed March 31, 2000, as Document
No. 3268892 and as amended by Declaration of Legal Description dated August 24,
2001, filed October 16, 2001, as Document No.3446910.
Parcel 9 (Parking Agreement):
Together with the appurtenant rights contained in that certain Public Parking
Garage Parking Agreement dated November 18, 1999, filed October 18, 2000, as
Document No. 3324810 as assigned by Assignment of Public Parking Garage Parking
Agreement dated September 29, 2000, filed October 16, 2001, as Document No.
3446922 and as amended by First Amendment to Public Parking Garage Parking
Agreement dated August 29, 2001, filed October 16, 2001, as Document No.
3446923.
6
