EXHIBIT 10.1
MASTER MANAGEMENT AGREEMENT
THIS MASTER MANAGEMENT AGREEMENT (this "Agreement") is made and entered
into as of the 1st day of January, 1998 and effective as of the Effective Date
(as defined below), by and among REIT Management and Research, Inc., a Delaware
corporation ("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.
Notwithstanding anything to the contrary set forth in this Agreement,
the services to be provided by Manager hereunder shall exclude all services
(including, without limitation, any garage management or cafeteria management
services) whose performance by an advisor to any Owner could give rise to an
Owner's receipt of "impermissible tenant service income" as defined in
ss.856(d)(7) of the Internal Revenue Code (as amended or superseded hereafter)
or could in any other way jeopardize an Owner's federal or state tax
classification as a real estate investment trust. Manager shall not perform any
such service and if, in any event, Manager shall inadvertently perform any such
service, no compensation therefor shall be paid or payable 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
-2-
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).
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
-3-
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 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.
-4-
(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, 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
-5-
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 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.
-6-
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.
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,
-7-
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 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
-8-
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 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. Effective Date. The "Effective Date" of this Agreement shall be,
with respect to any property listed on Exhibit A, the later to occur of January
1, 1998 and the date on which such property shall be added to Exhibit A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
a sealed instrument as of the date above first written.
MANAGING AGENT:
REIT MANAGEMENT AND RESEARCH, INC.
By: /s/ Xxxxx X. Xxxxxx
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
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
-11-
HUB RI PROPERTIES TRUST
By: /s/ Xxxxx X. Xxxxxxx
Its President
HUB WOODMONT LIMITED LIABILITY COMPANY
By: HUB Woodmont Properties Trust,
managing member
By: /s/ Xxxxx X. Xxxxxxx
Its President
EXHIBIT A
Managed Premises
Owner (abbreviated)
Hub Prop. Trust Sorrento Valley, 5555, San Diego, CA
5601, 5626
Hub Prop. Trust Xxxxxx Xxxxx, 3030-50 San Diego, CA
Science Park
Hub Prop. Trust Fair Oaks Fairfax, VA
Hub Prop. Trust 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX
Hub Prop. Trust 0000 00xx Xxxxxx Xxxxxxxxxx, XX
Hub Prop. Trust 000 Xxxxx Xxxx Xxxx xx Xxxxxxx, XX
Hub Prop. Trust 000 Xxxx Xxxxxx Xx. Xxxxxxxxxx, XX
Hub Prop. Trust 000 Xxxxxxxx Xxxxxx Xx. Xxxxxxxxxx, XX
Hub Prop. Trust 0000 Xxxxxxxx Xxxxxx Xx. Xxxxxxxxxx, XX
Hub Prop. Trust 000 Xxxxxxxx Xxxx Xxxxxxx, XX
Hub Prop. Trust 0 X. 00xx Xxxxxx Xxx Xxxx, XX
Hub Prop. Trust Xxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx, XX
Hub Prop. Trust 000 Xxxxx Xxxxxxx Xx., Xxxxxxxxx, XX
Tower II
Hub Prop. Trust 710N/230S. Euclid & Anaheim, CA
1085 N. Harbor
Hub Prop. Trust 0000 Xxxxxxxxxxx Xxxx Xxxxxx, XX
Hub Prop. Trust 0000 X Xxxxxx, X.X. Xxxxxxxxxx, XX
Hub Prop. Trust 0000 Xxxxxx Xxxx Xxxx. Xxxxxxx, XX
Hub Prop. Trust 000 Xxxxxxxx Xxxxx Xx. Xxxxxxxxxx, XX
Hub Prop. Trust 0000 X. XX Xxxxxx, XX
Hub Prop. Trust 0 Xxxxxxx Xxxx Xxxxxxxxx, XX
Hub Prop. Trust 000 Xxxx Xxxx. Xxxx xx Xxxxxxx, XX
Hub Prop. Trust 000 Xxxx Xxxx. Xxxx xx Xxxxxxx, XX
Hub Woodmont 0000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX
HR Fndg Inc. 00 Xxxxxxx Xxxxxx Xxxxxxxxxx, XX
HR Fndg Inc. 0000 Xxxxx xx 000 Xxxxxxx, XX
Business Park
HR Fndg Inc. 000 00xx Xxxxxx Xxxxxxx, XX
HR Fndg Inc. 000 X. Xxxxx Xxxxxx Xxxxxxxx, XX
HR Fndg Inc. 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx, XX
HR Fndg Inc. 0000 Xxxx Xxxxx Xxx Xxxxx, XX
HR Fndg Inc. 0000 Xxxxx Xxxxxxxxxxx Xxxxxxxx, XX
Xxxxx
HR Fndg Inc. 0000 Xxxxx Xxxx Xxxxx Xx, XX
HR Fndg Inc. 000 Xxxx Xxxxxxx Xxx. Xxxxxxxxxxxx, XX
HR Fndg Inc. 00000 Xxxxxxx Xxxx. Xxxxxxxxxx, XX
HR Fndg Inc. 0000 Xxxx Xxxx Xxxxx Xxxx Xxxx, XX
HR Buffalo Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxx, XX
H.Grpp LLC 0000 Xxxxxx Xxxx Xxx Xxxxx, XX
Hub LA LP Cedar Sinai I Los Angeles, CA
Hub LA LP Cedar Sinai II Los Angeles, CA
HR Richland Inc. 2420 & 0000 Xxxxxxx Xxxxxxxx, XX
Center Place
HRPT Med. Xxxx. XX 0000 Xxxxxxxx Xxxxxx Xxxxxx, XX
HRPT Med. Xxxx XX 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX
Causeway Hldgs Inc. 000 Xxxxxxxx Xxxxxx Xxxxxx, XX
-2-
Owner (abbreviated)
00 Xxx. Xx. Xxxx Tr. 00 Xxxxxxx Xxxxxx Xxxxxxxx, XX
HR IV, Inc. 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx, XX
Road
HR III, Inc. 00 Xxxxx Xxxxxxxx Xxxxxxxx Xxxx, XX
HR Collg Pk I LLC 0000 Xxxxx Xxxx Xxxxxxxxx, XX
Hub Realty KC, Inc. 0000 X.X. 00xx Xxxxxx Xxxxxx Xxxx, XX
HR S. Diego I Inc. 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx, XX
HR Fndg. Inc. 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxx, XX
HR Fndg. Inc. 00 Xxxxxxxxxxxxx Xxx. Xxxxxxxxxx, XX
HR Fndg. Inc. 000 Xxxxxxx Xxxxxx Xxxxxxxxxx, XX
HR Fndg. Inc. 000 Xxxxx Xxxxxx Xxxxxx Xxxx, XX
HR Fndg. Inc. 000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX
HR Fndg. Inc. 0000 X. Xxxxxxxxxx Xxxx Xxxxxx, XX
HR Fndg. Inc. 0000 Xxxxx Xxxx Xxx Xxxxxxx, XX
HR Fndg. Inc. 000 Xxxx Xxxxxx Xxxx, XX
HR Fndg. Inc. 00000 Xxxx 00xx Xxxxxx Xxxxxx, XX
Hub Prop. Trust 000 X. Xxxxxxx Xxxxxx Xxxxxx, XX
Xxx XX Prop. Trust 000 Xxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxx, XX
Initials:
Owners: /s/ DJH
Managing Agent: /s/ DML
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. (College Park, MD).
Property Management Agreement, dated 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)).
