EXHIBIT 10.2
MASTER MANAGEMENT AGREEMENT
THIS MASTER MANAGEMENT AGREEMENT (this "Agreement") is made and entered
into as of the 31st day of December, 1997 and effective as of the Effective Date
(as defined below), by and among M&P Partners Limited Partnership, a
Massachusetts limited partnership ("Managing Agent"), and the parties identified
on the signature page of this Agreement as Owners (each, an "Owner" and,
"collectively, "Owners").
W I T N E S S E T H :
WHEREAS, Owners are the owners of those premises described on Exhibit
A, attached hereto and made a part hereof (collectively, the "Managed
Premises"); and
WHEREAS, Owners desire to retain Managing Agent, and Managing Agent is
willing to serve, as managing agent with respect to the Managed Premises, all
upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the agreements
herein contained, Owners and Managing Agent hereby agree as follows:
1. Engagement. Subject to the terms and conditions hereinafter set
forth, Owners hereby employ Managing Agent with respect to the Managed Premises.
Managing Agent hereby accepts such employment as managing agent and agrees to
devote such time, attention and effort as may be appropriate to operate and
manage the Managed Premises in a diligent, orderly and efficient manner.
Managing Agent may, with Owners' consent, subcontract out some or all of its
obligations hereunder to third party managers; provided, however, that, in any
such event, Managing Agent shall be and remain primarily liable to Owners for
performance hereunder.
2. General Parameters. Any or all services may be performed or goods
purchased by Managing Agent under arrangements jointly with or for other
properties owned or managed by Managing Agent and the costs shall be reasonably
apportioned. Managing Agent may employ personnel who are assigned to work
exclusively at the Managed Premises or partly at the Managed Premises and other
buildings owned and/or managed by Managing Agent. Wages, benefits and other
related costs of centralized accounting personnel and employees employed by
Managing Agent and assigned to work exclusively or partly at the Managed
Premises shall be fairly apportioned and reimbursed, pro rata, by Owners in
addition to the Fee and Construction Supervision Fee (as defined in Section 5).
-2-
3. Duties. Without limitation, Managing Agent agrees to perform the
following specific duties:
(a) To seek tenants for the Managed Premises in accordance
with the rental schedule established by the applicable Owner and to
negotiate leases including renewals thereof and to lease in the
applicable Owner's name space on a lease form approved by such Owner,
only to tenants, at rentals, and for periods of occupancy all as are
approved in each case by the applicable Owner. To employ appropriate
means in order that the availability of rental space is made known to
potential tenants; provided, however, that such means shall not include
the employment of brokers unless otherwise agreed by the applicable
Owner. The legal expenses of negotiating such leases and leasing such
space shall be approved and paid by the applicable Owner.
(b) To collect all rents and other income from the Managed
Premises and to give receipts therefor, both on behalf of Owners, and
deposit such funds in such banks and such accounts as are named, from
time to time, by Owners, in agency accounts for and under the name of
Owners. Managing Agent shall be empowered to sign disbursement checks
on these accounts.
(c) To make contracts for and to supervise any repairs and/or
alterations to the Managed Premises, including tenant improvements and
decoration of rental space, as may be approved by the applicable Owner.
(d) For Owners' account and at its expense, to hire, supervise
and discharge employees as required for the efficient operation and
maintenance of the Managed Premises.
(e) To obtain, at Owners' expense, appropriate insurance for
the Managed Premises protecting Owners and Managing Agent while acting
on behalf of Owners against all normally insurable risks relating to
the Managed Premises and complying with the requirements of Owners'
mortgagee, if any, and, upon approval thereof, to cause the same to be
provided and maintained by all tenants with respect to the Managed
Premises to the extent required by the terms of such tenants' leases.
(f) To promptly notify the applicable Owner and its insurance
carriers, as required by the applicable policies, of any casualty or
injury to person or property at the Managed Premises, and complete
customary reports in connection therewith.
(g) To procure seasonably all supplies and other materials
necessary for the proper operation of the Managed Premises, at Owners'
expense.
(h) To pay promptly from rental receipts, other income derived
from the Managed Premises, or other monies made available by Owners for
such purpose, all costs incurred in
-3-
the operation of the Managed Premises which are expenses of Owners
hereunder, including wages or other payments for services rendered,
invoices for supplies or other items furnished in relation to the
Managed Premises, and pay over forthwith the balance of such rental
receipts, income and monies to Owners or as Owners shall from time to
time direct. (In the event that the sum of the expenses to operate and
the compensation due the Managing Agent exceed gross receipts in any
month and no excess funds from prior months are available for payment
of such excess, Owners shall pay promptly the amount of the deficiency
thereof to Managing Agent upon receipt of statements therefor.)
(i) To advise Owners promptly of any material developments in
the operation of the Managed Premises that might affect the profitable
operation of the Managed Premises.
(j) To establish, in Owners' name and with Owners' approval,
reasonable rules and regulations for tenants of the Managed Premises.
(k) At the direction of the applicable Owner and with counsel
selected by such Owner, to institute or defend, as the case may be, any
and all legal actions or proceedings (in the name of such Owner if
necessary) relating to operation of the Managed Premises.
(l) To maintain the books and records of Owners reflecting the
management and operation of the Managed Premises, making available for
reasonable inspection and examination by Owners or its representatives,
all books, records and other financial data relating to the Managed
Premises.
(m) To prepare and deliver seasonably to tenants of the
Managed Premises such statements of expenses or other information as
shall be required on the landlord's part to be delivered to such
tenants for computation of rent, additional rent, or any other reason.
(n) To aid, assist and cooperate with Owners in matters
relating to taxes and assessments and insurance loss adjustments,
notify the Owners of any tax increase or special assessments relating
to the Managed Premises and, with Owners' approval, to enter into
contracts for tax abatements services.
(o) To provide such emergency services as may be required for
the efficient management and operation of the Managed Premises on a
24-hour basis.
(p) To enter into contracts for utilities (including, without
limitation, water, fuel, electricity and telephone) and for building
services (including, without limitation, cleaning of windows, common
areas and tenant space, ash, rubbish and garbage hauling, snow plowing,
landscaping,
-4-
carpet cleaning and vermin extermination), and for other services as
are appropriate to first class office space.
(q) To seek the lowest competitive price commensurate with
desired quality for all items purchased or services contracted by it
under this Agreement.
(r) To take such action generally consistent with the
provisions of this Agreement, as Owners might with respect to the
Managed Premises if personally present.
4. Authority. Owners give to Managing Agent the authority and powers to
perform the foregoing duties on behalf of Owners subject, however, to Owners'
approval as specified. Owners further authorize Managing Agent to incur such
reasonable expenses, specifically contemplated in Section 2, on behalf of Owners
as are necessary in the performance of those duties.
5. Special Authority of Agent. In addition to, and not in limitation
of, the duties and authority of Managing Agent contained herein, Managing Agent
shall perform the following duties, but only with Owners' prior approval in each
case:
(a) Terminate tenancies and sign and serve in the name of
Owners such notices therefor as may be required for the proper
management of the Managed Premises.
(b) With counsel selected by Owners, and at Owners' expense,
institute and prosecute actions to evict tenants and recover possession
of rental space, and recover rents and other sums due; and when
expedient, settle, compromise and release such actions or suits or
reinstate such tenancies.
6. Compensation.
(a) In consideration of the services to be rendered by the
Managing Agent hereunder, Owners agree to pay and the Managing Agent
agrees to accept as its sole compensation (i) a management fee (the
"Fee") equal to three percent (3%) of the gross collected rents
actually received by Owners from the Managed Premises, such gross rents
to include all fixed rents, percentage rents, additional rents,
operating expense and tax escalations, and any other charges paid to
Owners in connection with occupancy of the Managed Premises, but
excluding any amounts collected from tenants to reimburse Owners for
the cost of capital improvements or for expenses incurred in curing any
tenant default or in enforcing any remedy against any tenant; and (ii)
a construction supervision fee (the "Construction Fee") in connection
with all interior and exterior construction renovation or repair
activities at the Managed Premises, including, without limitation, all
tenant and capital improvements in, on or about the Managed Premises,
undertaken during the term of this Agreement, other than ordinary
maintenance and repair, equal to five percent (5%) of the cost of such
construction
-5-
which shall include the costs of all related professional services and
the cost of general conditions.
(b) The Fee shall be due and payable monthly, in arrears based
on a reasonable annual estimate or budget with an annual reconciliation
within thirty (30) days after the end of each calendar year. The
Construction Fee shall be due and payable periodically, as agreed by
Managing Agent and Owners, based on actual costs incurred to date.
(c) Notwithstanding anything herein to the contrary, Owners
shall reimburse Managing Agent for reasonable travel expenses incurred
when traveling to and from the Managed Premises while performing its
duties in accordance with this Agreement; provided, however, that,
reasonable travel expenses shall not include expenses incurred for
travel to and from the Managed Premises by personnel assigned to work
exclusively at the Premises.
(d) Managing Agent shall also receive the amount of any lump
sum reimbursables paid by tenants of the Managed Premises to the extent
amounts paid exceed costs incurred by Owners for work performed with
respect thereto.
(e) Managing Agent shall be entitled to no other additional
compensation, whether in the form of commission, bonus or the like for
its services under this Agreement. Except as otherwise specifically
provided herein with respect to payment by Owners of legal fees,
accounting fees, salaries, wages, fees and charges of parties hired by
the Managing Agent on behalf of Owners to perform operating and
maintenance functions in the Managed Premises, and the like, if
Managing Agent hires third parties to perform services required to be
performed hereunder by Managing Agent without additional charge to
Owners, Managing Agent shall (except to the extent the same are
reasonably attributable to an emergency at the Managed Premises) be
responsible for the charges of such third parties. Managing Agent shall
not, however, hire any third party without Owners' prior written
consent, which consent shall not be unreasonably withheld. In addition,
Managing Agent shall, at its expense, assume Owners' obligations under
the contracts and agreements listed as Exhibit B, attached hereto and
made a part hereof.
7. Contracts. Managing Agent shall not, without the prior consent of
Owners, enter into any contracts on behalf of Owners which extend beyond the
then current term of this Agreement.
8. Term of Agreement. The term of this Agreement shall begin on the
date hereof and, unless sooner terminated as herein provided, shall end on that
date which is thirty (30) days following written notice of termination given by
either Owners or Managing Agent to the other. This Agreement may be terminated
with respect to less than all of the properties comprising the Managed Premises.
-6-
9. Termination or Expiration. Upon termination or expiration of this
Agreement with respect to any of the Managed Premises for any reason whatsoever,
Managing Agent shall promptly turn over to Owners all books, papers, funds,
records, keys and other items relating to the management and operation of such
Managed Premises, including, without limitation, all leases in the possession of
the Managing Agent and shall render to Owners a final accounting with respect
thereto through the date of termination.
10. Assignment of Rights and Obligations.
(a) Without Owners' prior written consent, Managing Agent
shall not sell, transfer, assign or otherwise dispose of or mortgage,
hypothecate or otherwise encumber or permit or suffer any encumbrance
of all or any part of its rights and obligations hereunder, and any
transfer, encumbrance or other disposition of an interest herein made
or attempted in violation of this paragraph shall be void and
ineffective, and shall not be binding upon Owners.
(b) Owners, without Managing Agent's consent, may assign its
rights and obligations hereunder to any mortgagee with respect to, or
successor Owners of, the Managed Premises, but not otherwise.
(c) Consistent with the foregoing paragraphs (a) and (b), the
terms "Owners" and "Managing Agent" as used in this Agreement shall
mean the original parties hereto and their respective mortgagees,
successors, assigns, heirs and legal representatives.
11. Fidelity Bond. Owners, at Owners' expense, may require that
employees of Managing Agent who handle or are responsible for Owners' money to
be bonded by a fidelity bond in an amount sufficient in Owners' determination to
cover any loss which may occur in the management and operation of the Managed
Premises or that Managing Agent obtain a fiduciary policy of insurance.
12. Indemnification and Insurance.
(a) Owners agree to defend, indemnify and hold harmless
Managing Agent from and against all costs, claims, expenses and
liabilities (including reasonable attorneys' fees) arising out of
Managing Agent's performance of its duties in accordance with this
Agreement including, without limitation, injury or damage to persons or
property occurring in, on or about the Managed Premises and violations
or alleged violations of any law, ordinance, regulation or order of any
governmental authority regarding the Managed Premises except any
injury, damage or violation resulting from Managing Agent's default
hereunder, or from Managing Agent's fraud, gross negligence or willful
misconduct in the performance of its duties hereunder.
(b) Owners agrees that required insurance shall include, at
Owners' expense, public liability and workmen's
-7-
compensation insurance upon the following terms and conditions:
(i) policies shall be so written as to protect the
Managing Agent in the manner and to the same extent as Owners.
(ii) Workmen's compensation policies shall be written
to comply with applicable legal requirements.
(iii) The public liability insurance shall be written
in limits of not less than One Million Dollars ($1,000,000)
per occurrence for bodily injury and Five Hundred Thousand
Dollars ($500,000) per occurrence for
property damage.
(iv) Such public liability insurance shall include
the standard extensions of liability coverage as may be
mutually agreed upon from time to time, and shall name both
parties and their respective employees as additional insureds.
13. Notices. Whenever notice is to be sent pursuant to this Agreement
to either party to this Agreement, it is expressly understood that same shall be
sent postage prepaid, certified mail, return receipt requested to either party
at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to any such address that
either party may hereinafter designate.
14. Limitation of Liability.
(a) No partner of Owners or Managing Agent shall be personally
liable hereunder, all such liability being limited in the case of
Owners to the interest of Owners in the Managed Premises and in the
case of Managing Agent, to its interest hereunder.
(b) The Declarations of Trust establishing some Owners, a copy
of which, together with all amendments thereto (the "Declarations"), is
duly filed with the Department of Assessments and Taxation of the State
of Maryland, provides that the names of such Owners refers to the
trustees under such Declarations collectively as trustees, but not
individually or personally, and that no trustee, officer, shareholder,
employee or agent of such Owners shall be held to any personal
liability, jointly or severally, for any obligation of, or claim
against, such Owners. All persons dealing with such Owners, in any way,
shall look only to the respective assets of such Owners for the payment
of any sum or the performance of any obligation of such Owners. In any
event, all liability of such Owners hereunder is limited to the
interest of such Owners in the Managed Premises and, in the case of
Managing Agent, to its interest hereunder.
(c) It is the intention of the parties hereto that each Owner
be liable hereunder only with respect to the
-8-
Managed Premises owned by such Owner and that each Owner be solely
responsible for liabilities incurred with respect only to its
properties and receive all income therefrom.
15. Modification of Agreement. This Agreement may not be modified,
altered or amended in manner except by an amendment in writing, duly executed by
the parties hereto. Additional properties may be added to the scope of this
Agreement by substituting for Exhibit A to this Agreement a revised Exhibit A
including such property or properties, provided that such replacement Exhibit A
shall be initialed by Owners and Managing Agent.
16. Independent Contractor. This Agreement is not one of general agency
by Managing Agent for Owners, but one with Managing Agent engaged as an
independent contractor. Nothing in this Agreement is intended to create a joint
venture, partnership, tenancy-in-common or other similar relationship between
Owners and Managing Agent for any purposes whatsoever.
17. Law Governing. This Agreement shall be governed by and in
accordance with the laws of The Commonwealth of Massachusetts.
18. Amendment and Restatement. It is the intention of the parties
hereto that this Agreement amend and restate in their entirety any existing
management agreements between Managing Agent and Owners with respect to the
Managed Premises. The "Effective Date" of this Agreement shall be the later to
occur of January 1, 1997 and the date of the management agreement being amended
and restated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
a sealed instrument as of the date above first written.
MANAGING AGENT:
M&P PARTNERS LIMITED PARTNERSHIP
By: HRPT Advisors, Inc., its general
partner
By: /s/
Its (Vice) President
OWNERS:
TRUSTEES OF HARVARD STREET REALTY TRUST
By: /s/ Xxxxx X. Xxxxxxx
As Trustee and not individually
-9-
HUB PROPERTIES TRUST
By: /s/ Xxxxx X. Xxxxxxx
Its President
HRPT MEDICAL BUILDING REALTY TRUST
By: /s/ Xxxxx X. Xxxxxxx
As Trustee and not individually
CAUSEWAY HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB LA LIMITED PARTNERSHIP
By: HUB LA Properties Trust, its
general partner
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY FUNDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY RICHLAND, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY IV, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
-10-
HUB REALTY III, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY COLLEGE PARK, I, LLC
By: HUB Management, Inc.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY KANSAS CITY, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY BUFFALO, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB REALTY SAN DIEGO I, INC.
By: /s/ Xxxxx X. Xxxxxxx
Its President
EPA GOLDEN, L.P.
By: Hub Realty Golden, Inc., general
partner
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB ACQUISITION TRUST
By: /s/ Xxxxx X. Xxxxxxx
Its President
Exhibit A - page 1 of 2
Managed Premises
Owner (abbr.) Property Xxxxxxx
00 Xxx.Xx.Xxxx Xx. 00 Xxxxxxx Xxxxxx Xxxxxxxx XX
Hub Prop Tr Sorrento Valley, 5555, 5601, 5626 San Diego CA
Hub Prop Xx Xxxxxx Pines, 0000-00 Xxxxxxx Xxxx Xxx Xxxxx XX
Hub Prop Tr Fair Oaks Fairfax VA
Hub Prop Tr 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX
Hub Prop Tr 0000 00xx Xxxxxx Xxxxxxxxxx XX
HRPT Med Xxxx Xx 0000 Xxxxxxxx Xxxxxx Xxxxxx XX
Causeway Hldgs Inc 000 Xxxxxxxx Xxxxxx Xxxxxx XX
HRPT Med Xxxx Xx 000 Xxxxxxxxx Xxxxxx Xxxxxx XX
Hub Prop Tr 000 Xxxxx Xxxx Xxxx xx Xxxxxxx XX
Hub Prop Tr 000 Xxxx Xxx Xx. Xxxxxxxxxx XX
Hub Prop Tr 000 Xxxxxxxx Xxxxx Xx. Xxxxxxxxxx XX
Hub Prop Tr 0000 Xxxxxxxx Xxxxx Xx. Xxxxxxxxxx XX
Hub Prop Tr 000 Xxxxxxxx Xxxx Xxxxxxx XX
Hub Prop Tr 7 W.34th St NY NY
Hub Prop Tr Xxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx XX
Hub Prop Tr (*) 000 X. Xxxxxxx Xxxxxx Xxxxxx XX
Hub Prop Tr 000 Xxxxx Xxxxxxx Xx, Xxxxx XX Xxxxxxxxx XX
Xxx XX Props Tr (*) 000 Xxxxxx Xxxxxxxxxx Xx. Xxxxxxx XX
Hub Prop Tr 710N/230S Euclid & 1085 N Anaheim CA
Harbor
Hub Prop Tr 0000 Xxxxxxxxxx Xxxxxxx Xxxxxx XX
Hub Prop Tr 2141 K. Street, N.W. Washington DC
HUB LA LP Cedar Sinai I Los Angeles CA
HUG LA LP Cedar Sinai II Los Angeles CA
(*) Accounting wage allocations only
Exhibit A - page 2 of 2
Manage Premises
H.R. Fndg Inc 00 Xxxxxxx Xxxxxx Xxxxxxxxxx XX
H.R. Fndg Inc 8900 Lakes at 000 Xxxxxxxx Xxxx Xxxxxxx XX
H.R. Fndg Inc 000 00xx Xxxxxx Xxxxxxx XX
H.R. Fndg Inc 000 X. Xxxxx Xxxxxx Xxxxxxxx XX
H.R. Fndg Inc 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx XX
H.R. Richland Inc 2420 & 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx XX
H.R.IV, Inc 0000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX
H.R.III,Inc 55 North Xxxxxxxx Oklahoma City OK
H.R.Collg Pk I, LLC 0000 Xxxxx Xxxx Xxxxxxxxx XX
Hub Realty KC, Inc 0000 X.X. 00xx Xxxxxx Xxxxxx Xxxx XX
H.R. Fndg Inc 0000 Xxxx Xxxxx Xxx Xxxxx XX
H.R. Fndg Inc 0000 Xxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx XX
H.R. S.Diego I, Inc 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx XX
H.R. Fndg Inc 0000 Xxxxx Xxxx Xxxxx Xx XX
H.Grp LLC 0000 Xxxxxx Xxxx Xxx Xxxxx XX
H.R. Fndg Inc 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx XX
H.R. Fndg Inc 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx XX
H.R. Fndg Inc 0000 Xxxx Xxxx Xxxxx Xxxx Xxxx XX
H.R. Buffalo, Inc 000 Xxxxxxxx Xxxxxx Xxxxxxx XX
H.R. Fndg Inc 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxx XX
H.R. Fndg Inc 00 Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxx XX
H.R. Fndg Inc 000 Xxxxxxx Xxxxxx Xxxxxxxxxx XX
H.R. Fndg Inc 000 Xxxxx Xxxxxx Xxxxxx Xxxx XX
H.R. Fndg Inc 000 Xxxxxxxxx Xxxxxx Xxxxxxx XX
H.R. Fndg Inc 0000 X. Xxxxxxxxxx Xxxx Xxxxxx XX
H.R. Fndg Inc 0000 Xxxxx Xxxx Xxx Xxxxxxx XX
H.R. Fndg Inc 000 Xxxx Xxx Xxxx Xx
H.R. Fndg Inc 00000 Xxxx 00xx Xxxxxx Xxxxxx XX
Initials:
Owners: /s/ DJH
Agent: /s/ NL
Exhibit B
Assumed Contracts
Property Management Agreement, dated as of June 16, 1994, between GovProp
Funding, L.P. and Rosecliff Realty Inc., as amended.
Property Management Agreement, dated as of February 7, 1995, between Rosecliff
Realty Richland Inc. and Rosecliff Realty Inc. (Richland, WA).
Property Management Agreement, dated as of July 27, 1995, between Rosecliff
Realty College Park I, LLC and Rosecliff Realty Inc.
Property Management Agreement, dates as of October 13, 1995, between Rosecliff
Realty Kansas City, Inc., and Rosecliff Realty Inc. (Kansas City, MO).
Property Management Agreement, dated as of September 7, 1995, between Rosecliff
Realty III, Inc. and Rosecliff Realty Inc. (Oklahoma City, OK).
Property Management agreement dated as of September 7, 1995, between Rosecliff
Realty IV, Inc. and Rosecliff Realty Inc. (Falling Waters, WV).
Property Management Agreement, dated as of March 13, 1996, between Rosecliff
Realty Buffalo, Inc. and Rosecliff Realty Inc. (Buffalo, NY).
Property Management Agreement, dated as of December 23, 1995, between Roseview
San Diego Limited Partnership and Rosecliff Realty Inc. (San Diego, CA (DEA)),
as amended.
Property Management Agreement, dated as of July 19, 1996 between Rose Group LLC
and Rosecliff Realty Inc. (San Diego, CA (DFAS)).
Development & Management agreement, dated as of August 22, 1996, between
Imperial Industrial Group and Rose Group LLC (San Diego, CA (DFAS)).
