CORPORATE OFFICE MANAGEMENT, INC.
Agreement for Services
This Agreement for Services ("Agreement") is made as of this 28th day of
September, 1998, between Corporate Office Properties Trust (COPT) and Corporate
Office Properties, L.P. (COPLP) jointly ("Customer") and Corporate Office
Management, Inc. ("Provider").
In consideration of the mutual agreements set forth herein and for other good
and valuable consideration passing between the parties, Provider agrees to
provide the services requested by the Customer in strict compliance with the
terms and conditions hereinafter set forth.
1. Project. The existing, proposed, or other projects to which the Provider's
service shall relate (the "Projects") shall be defined by Customer at time
of request along with a description of required services and schedule.
2. Services. The services or tasks that can be performed by the Provider (the
"Services") at the request of the Customer are set forth in Exhibit A
attached hereto, entitled Scope of Services.
3. Payment. All services performed by the Provider by Provider's own
personnel, shall be charged on a time basis by functional group as
outlined on Exhibit B attached hereto and made a part hereof. Provider
will charge seventy five (75%) percent of rates for the period through
December 31, 1999 and one hundred (100%) thereafter. Provider shall be
entitled to the payments set forth in Exhibit B provided that Provider has
performed the Services required and provided that Provider is in full
compliance with all other terms and conditions of this Agreement. All
other services provided by the Provider requiring the use of Consultants
shall be subject to the payment schedule attached as Exhibit C.
Additionally, all reimbursables shall be charged in accordance with the
terms defined in the Payment Schedule noted as Exhibit C. Provided
Provider is in compliance with all terms and conditions of this Agreement,
Customer will make payment to Provider not later than Thirty (30) days
after the submission of appropriate invoice.
4. Expenses. Provider shall be entitled to reimbursement for out-of-pocket
expenses as set forth in Exhibit C. In the event that expense
reimbursement is so provided, such reimbursement shall be made at the same
time that payment of compensation is due Provider pursuant to this
Agreement.
5. Cooperation. Notwithstanding any other provisions of this Agreement
including the Exhibits hereto, Provider shall consult with and request
necessary information of Customer as frequently as reasonably required in
the performance of this Agreement, and
Provider shall cooperate with the Customer and any other person or
organization designated by Customer as involved in the Projects, and shall
perform this Agreement as designated by Customer all to the general
satisfaction of Customer. Upon request by Provider, Customer will furnish
readily available and existing information related to the performance of
Services hereunder.
6. Ownership of Work Product. All tangible work product produced by Provider
in connection with the performance of this Agreement, including but not
limited to, accounting records, tenant information, legal documents,
reports, correspondence, and minutes of meeting, shall be the property of
the Customer upon payment for services by Customer and any such materials
in the possession of the Provider upon termination of this Agreement for
any reason shall be promptly delivered to Customer.
7. Additional Services. Upon request of Customer, Provider shall perform
services beyond the Scope of Services required by this Agreement. Provider
shall perform such services for the hourly rates set forth in Exhibit B
attached hereto.
8. Termination. Both Customer and Provider shall have the absolute right to
terminate this Agreement for any reason upon thirty (30) calendar days
written notice to each other. In the event of such termination, Provider
shall be paid pro rata for Services actually performed since the last
payment. In the event Exhibit C provides for expense reimbursement,
Provider shall also be paid actual reimbursable expenses incurred through
the date of termination. Such payment shall be made by Customer no later
than fifteen (15) days from the date of termination, provided Provider has
complied with all terms and conditions of this Agreement. Upon such
termination and payment, Customer shall have no liability to Provider in
any manner arising out of this Agreement and Provider hereby waives and
releases any and all claims against Customer arising out of this
Agreement.
Customer may also terminate this Agreement for default by the Provider. In
the event that Provider shall, be found to have in the sole judgment of
Owner, become insolvent, or file or have filed against it, any petition in
bankruptcy, make an assignment for the benefit of creditors, or commence
or have commenced against it any proceeding, or enter into any other
proceeding or arrangement for relief of debtors or fail to adhere to the
schedules set forth in requests, or as it may be modified by written
agreement, or fail to pursue the work in accordance with this contract, or
fail to supply a sufficient number of skilled personnel (including failure
occasioned by labor dispute), or interfere with or disrupt or threaten
Customer's premises or furnishing services in connection with the Projects
(including interference or disruption arising from a labor dispute), or
fail to comply with the terms and conditions of this Agreement, then any
such event shall constitute a default by Provider hereunder and any such
event shall be deemed a breach of this Agreement. Customer shall give to
Provider written notice of such default. Upon receipt of such notice,
Provider shall have two (2) days in which to cure such default. If, such
default cannot be cured or is not cured within two (2) days after such
notice, Customer may terminate this Agreement, and enter into agreements
with others to complete the Services required hereunder The cost of such
completion, as well as other costs, damages or expenses, including legal
fees, incurred as a result of such default, shall be charged against
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any unpaid amounts due Provider under this Agreement. The rights and
remedies of Customer hereunder are in addition to any and all rights and
remedies available to Customer under this Agreement.
9. Indemnity and Insurance. Provider agrees to indemnify and hold harmless
Customer, its officers, directors, agents and employees, from and against
claims, suites, judgement, damages, losses and expenses, from the
negligent professional act of omission of Provider, its officers,
directors, agents, employees or subcontracts, in the performance of this
Agreement. Provider shall bear proportional costs of defending any actions
or proceedings brought against Customer, its officers, directors, agents
and employees, arising in whole or in part out of any such negligent
professional acts or omission.
Provider shall carry all insurance required by law. In addition, Provider
shall carry insurance, for the benefit of the Customer, in such forms,
amounts, and with such companies, as are acceptable to the Customer,
covering bodily injury, sickness, disease or death of any employee of
Provider or any other person or damage to property to Customer or others
arising out of Providers performance of this Agreement or bodily injury or
death of any person or property damage arising out of the ownership,
maintenance or use of a motor vehicle in any manner arising out of or
relating to the performance of this Agreement.
10. Notices. All notices and communications concerning this contract shall be
effective only if delivered to the authorized representatives of Customer
and Provider, designated below, personally or at the addresses set forth
below:
Customer's Representative
Xxxx X. Xxxxxx, III
Chief Executive Officer
Corporate Office Properties Trust
000 Xxxx Xxxxxx; Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000-0000
Provider's Representative
Xx. Xxxxxxx X. Xxxxxxx
President
Corporate Office Management, Inc.
0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
11. Access to Records. Customer and Provider agree to provide access to their
books, documents and records to appropriate governmental officials as
maybe required.
12. Assignment. Provider shall not assign any of its rights under this
Agreement nor shall Provider retain any persons or entities not directly
employed by the Provider's
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organization to perform any services under this Agreement without the
prior consent of Customer.
13. Waiver and Severability. No provision of this Agreement shall be deemed to
have been waived unless such waiver be in writing. Any waiver shall extend
only to the particular case and only in the manner specified, and shall
not be construed in any way to be a waiver of any further or other rights
hereunder. The invalidity or unenforceability of any provision of this
Agreement, or any application thereof, shall not affect or impair any
other provision or the validity or enforceability of the remainder of this
Agreement, or any other application thereof.
14. Governing Law. This Agreement shall be governed by the laws of the State
of Maryland. Customer and Provider have caused this Agreement to be
executed by their duly authorized representatives as of the date set forth
in the first paragraph hereof.
Witness: Customer: Corporate Office
Properties Trust
/s/ Xxxxx X. Xxxxxxx, Xx. /s/ Xxxx X. Xxxxxx III
----------------------------------- -----------------------------------
By: Xxxx X. Xxxxxx, III
Chief Executive Officer
Witness: Customer: Corporate Office
Properties, L.P.
/s/ Xxxxx X. Xxxxxxx, Xx. /s/ Xxxx X. Xxxxxx III
----------------------------------- -----------------------------------
By: Xxxx X. Xxxxxx, III
Chief Executive Officer of Corporate
Properties Trust, General Partner
Witness: Provider: Corporate Office
Management, Inc.
/s/ Xxxxx X. Xxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------
By: Xxxxxxx X. Xxxxxxx
President
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Exhibit A
Scope of Available Services
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Accounting General ledger maintenance, monthly financial
reporting, quarterly and annual SEC filings, SEC
8-K filings, tax compliance, REIT compliance.
Asset Management Property management oversight, leasing,
budgeting.
Acquisitions Analysis, Investment Committee approval,
coordination with Corporate Office Services.
Corporate Oversight of all activities, including management
of overall operations and organizational
strategic planning.
Finance Sourcing debt and equity capital, financial
analysis.
Investor Relations Interaction with investment community.
Information Technology Hardware and software procurement and management.
Legal Lease preparation, contract preparation,
financial document review, SEC and corporate
matter work.
Marketing Develop and coordinate overall COPT marketing
plan.
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EXHIBIT B
PAYMENT SCHEDULE
Provider shall be reimbursed for services rendered based upon the following
allocations of all operational expenses:
September 28 through
Department December 31, 1998 Thereafter
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Accounting 50% 90%
Asset Management 85% 100%
Acquisitions 100% 100%
Corporate 70% 90%
Finance 55% 85%
Investor Relations 100% 100%
Information Technology 85% 90%
Legal 75% 95%
Marketing 100% 100%
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EXHIBIT C
PAYMENT SCHEDULE
The following shall be used for all services not provided directly by Corporate
Office Management, Inc. personnel:
A. Contracted Consultants shall be charged per original invoice.
B. Reimbursables: Included in rate charges on Exhibit B.
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