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PARTNERSHIP ASSET MANAGEMENT AGREEMENT
THIS AGREEMENT made and entered into effective as of the 1st day of
January, 1995, by and between ______________________, a(n)____________________
Limited Partnership (hereinafter referred to as "Partnership"), and Cardinal
Apartment Management Group, Inc. an Ohio corporation (hereinafter referred to as
"CAMG").
W I T N E S S E T H:
WHEREAS, employees of CAMG have had experience in the management of the
affairs and investments of real estate limited partnerships;
WHEREAS, the Partnership wishes to obtain the services of CAMG to perform
administrative functions and asset management services, and CAMG wishes to
perform such services for the Partnership.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises, covenants, obligations and agreements hereinafter set forth, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be and being legally bound, do hereby agree as
follows:
1. EMPLOYMENT
The Partnership hereby employs CAMG exclusively to provide partnership
administrative services and asset management services.
2. TERM
(A) The term of this Agreement shall be for a period of three (3) years
commencing January 1, 1995 and, unless earlier terminated as provided in this
Section 2, shall expire on December 31, 1997.
(B) At the expiration of the initial three year term, it is the express
intention of the parties hereto that this Agreement shall automatically renew
itself for successive one year terms unless terminated as herein provided.
(C) Either party may terminate this Agreement upon thirty (30) days prior
written notice to the other. In the event this Agreement is terminated by the
Partnership, and such termination is not the result of CAMG's failure or refusal
to perform as provided in this Agreement, then CAMG shall receive within sixty
(60) days of termination, a termination fee of 1% times the average gross rental
income of the partnership over the period of twelve (12) complete months
immediately preceding the month of termination, times the number of months
remaining in the initial term (or, as the case may be, in any renewal term)
hereunder, as if this Agreement had not been terminated.
(D) In the event that CAMG shall fail or refuse to perform any of its
material covenants, obligations or duties as provided in this Agreement in a
manner consistent with the standard of care customarily employed by the
exclusive administrator of a real estate limited partnership, Partnership shall
have the right at any time after written notice from Partnership and the failure
by CAMG to cure such failure or refusal within thirty (30) days after receipt of
such notice, to terminate this Agreement by written notice to CAMG without
penalty.
3. DUTIES OF CAMG
CAMG accepts the employment and agrees:
(a) To perform partnership administrative services, including but not
limited to the following: preparation and distribution of reports to
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Partners with respect to operations, finances, management and all other matters
affecting their interests; allocation and distribution of funds to Partners;
supervision, review and distribution of Partnership tax returns and income tax
computations of deductions allocable to each Partner in accordance with the
limited partnership agreement; supervision, review and filing of all real and
personal ad valorem property tax returns required to be filed by Partnership;
and participation and supervision of professionals involved in examination of
Partnership filings.
(b) To perform partnership asset management services, including but not
limited to Valuation of the Partnership's real property, upon request by the
Partnership; advice regarding whether and on what terms to sell, refinance, make
material renovations or improvements, or otherwise to improve, finance or
dispose of the Partnership's real estate; analysis and recommendation of
opportunities for maximizing the investment yield on Partnership cash balances
pending their disbursement; and such other and management services as the
Partnership may reasonably request from time to time.
(c) The above services shall be performed under the supervision of the
General Partner(s) of the Partnership.
(d) CAMG, at its expense, shall maintain or cause to be maintained true and
accurate original records reflecting the information provided to the Partners
and any other reporting entity. CAMG shall maintain a copy or microfilm copy of
all such records at 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxx 00000, or such
other principal office as CAMG determines is necessary.
(e) The Limited and General Partners, at their expense, shall have the
right at all reasonable times during normal business hours to audit, examine and
make copies of or extracts from the records and reports maintained by CAMG
pursuant to Section 3(d).
4. STANDARD OF CARE, LIABILITY
In the performance of its duties and obligations under this Agreement, CAMG
shall diligently and in good faith seek to protect the property rights and
interests of the partners in the Partnership.
CAMG shall not be liable for any error of judgment or for any mistake of
fact or law, or for anything it may do or refrain from doing hereafter, except
in cases of willful misconduct or gross negligence.
5. COMPENSATION
(A) As compensation for CAMG's services as the exclusive administrator of
the Partnership, the Partnership shall, on or before the tenth day of each
calendar month during the initial and any renewal term of this Agreement, shall
pay to CAMG one (1%) percent of the sum of gross rental income collected by or
for the account of the Partnership during the immediately proceeding month from
the operation of the Partnership; provided, however, that there shall be
excluded or deducted from "gross rental income" (i) cash or credit refunds paid
to customers upon transactions included in gross rental income; and (ii) the
amount of any city, county, state or federal sales, use, luxury or excise taxes
on such sales which are required to be collected from the customer (but included
in the price or stated separately therefrom) and paid to the taxing authorities.
6. ASSIGNMENT
CAMG shall have the right to assign its rights and delegate its duties
hereunder without Partnership's consent to another administrator of recognized
standing. CAMG shall give Partnership thirty (30) days written notice prior to
an assignment.
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7. GENERAL PROVISIONS
(A) MODIFICATIONS, WAIVER. No change or modification of this Agreement
shall be valid or binding upon the parties hereto, nor shall any waiver of any
term or condition, unless such change, modification or waiver shall be in
writing and signed by the parties hereto.
(B) BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall inure to the benefit of and shall be binding upon the parties hereto,
their legal representatives, transferees, successors and assigns.
(C) DUPLICATE ORIGINALS. For the convenience of the parties hereto, any
number of counterparts hereof may be executed and each such counterpart shall be
deemed to be an original instrument.
(D) CONSTRUCTION. This Agreement shall be interpreted and construed in
accordance with the laws of the state of Ohio, exclusive of conflicts of laws
provisions thereof. The titles of the sections and sub-sections herein have been
inserted as a matter of convenience of reference only and shall not control or
affect the meaning or construction of any of the terms or provisions herein.
(E) ENTIRE AGREEMENT. This Agreement is intended by the parties hereto to
be the final expression of their agreement and is the complete and exclusive
statement of the terms thereof, notwithstanding any representation or statement
to the contrary heretofore made.
(F) NOTICES. All notices and other communications required under this
Agreement shall be in writing and shall be (i) transmitted by facsimile, (ii)
sent by Federal Express or other overnight delivery service, or (iii) sent by
registered or certified U.S. Mail, return receipt required, addressed in either
case as follows:
If intended for CAMG, to:
Cardinal Apartment Management Group, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
ATTN: President
With a copy to:
General Counsel
Cardinal Realty Services, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
(000) 000-0000
FAX: (000) 000-0000
If intended for Partnership, to:
_________________________________
ATTN: Partnership Administration
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
or at such other address or to the attention of such other person, as CAMG or
Partnership shall request by written notice given as herein provided. Any
written notice or other communication given as herein provided shall be deemed
to have been sufficiently given and received for all purposes
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hereunder on the date said return receipts are signed, provided that if either
party refuses to sign and return receipt on the first delivery or after proper
notice by the United States Postal Service, then the date three (3) days
following the date on which the same is deposited, postage prepaid, in a United
States general or branch post office or mailbox.
IN WITNESS WHEREOF, the parties have affixed their hands and seals on the
date first above written.
___________________________
a(n) ______________________ limited partnership
By: Cardinal Realty Services, Inc.
Its:General Partner
By:________________________
Its:_______________________
Cardinal Apartment Management
Group, Inc.
By:________________________
Its:_______________________
