Duties and Authority of Manager. (a) Manager shall use diligent and professional efforts in managing, leasing, operating, maintaining and servicing the Property. The services of Manager hereunder are to be performed in a faithful and diligent manner, of a scope and quality consistent with prudent property management industry standards and best practices and in the best interest of Owner (the “Performance Standard”). In connection therewith, Manager shall make available to Owner, consistent with industry practices, the full benefit of the judgment, experience and advice of the members of Manager’s organization and staff with respect to the policies to be pursued by Owner in operating the Property. In performing the services hereunder, Manager shall comply with the Specific Management Guidelines set forth on Exhibit A hereto, as such guidelines may be changed by Owner from time to time. Manager shall provide maintenance and on-site and district/regional management (collectively, “Key Personnel”). Manager shall consult with Owner prior to making any changes to the Key Personnel. Without limiting the foregoing, it shall be the duty and responsibility of Manager, at its sole cost and expense unless otherwise provided herein (it being expressly understood that Owner is responsible for all costs for an on-site management and leasing office and reimbursement of Manager’s employment costs in accordance with Section 4(b) below, all pursuant to the Annual Budget, but Manager is responsible for all off-site employees and all off site management costs), to: (i) Maintain and staff an on-site management and leasing office (which shall be open during customary business hours), meet with and respond to inquiries from tenants and prospective tenants, and report to Owner with respect to the Property on at least a monthly basis on Manager’s findings and activities. Manager agrees that all staff shall be employees of Manager and Manager shall supervise, and otherwise be responsible in all respects for, all such employees and Owner shall have no liability with respect thereto. The parties acknowledge all costs with respect to such on-site management and leasing office shall be an Owner expense pursuant to the Approved Budget and that Owner shall reimburse Manager’s employment related costs in accordance with Section 4(b) below. Manager shall comply with all applicable laws and regulations having to do with worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employment-employee related subjects. Manager represents that it is and will continue to be an equal opportunity employer. Manager and its employees shall be duly licensed, permitted and authorized under applicable federal, state and local laws and regulations to provide Owner with the services provided for in this Agreement. Manager shall, at Owner’s cost, conduct such background, reference, educational, criminal record and other checks in the hiring of its personnel working at a Property as shall be appropriate to the positions for which such personnel are engaged, to the extent permissible by law. (ii) Lease available space in the Property. In such regard, Manager shall use its best efforts to keep the Property leased to tenants meeting Owner’s leasing criteria. All proposed leases and any modification, cancellation, renewal (unless in accordance with an existing lease) or extension of an existing lease shall be in accordance with the leasing guidelines set forth on Exhibit B hereto, as such guidelines may be changed by Owner with respect to its Property from time to time. Unless otherwise agreed by Owner, all leases shall be substantially on the standard form of lease attached as Exhibit C hereto. (iii) Secure, as fully as practicable, the compliance of tenants with the terms, covenants and conditions of their respective leases and compliance of the owners of any adjacent Property with any restrictions contained in any recorded declaration affecting the Property of which Manager has knowledge. Manager shall keep all tenants informed of all rules and regulations governing the use and occupation of space in the Property (which Owner may alter or supplement from time to time) and Manager shall use its best efforts to cause its services hereunder to be consistent with such rules and regulations. Service requests of tenants, when received shall be considered and handled by Manager and systematic records shall be maintained showing the action taken with respect to each request. Complaints of a serious nature shall be reported to Owner immediately with all relevant details and Manager shall thereafter investigate the complaint and make appropriate recommendations. (iv) Collect from tenants in the Property all rents and other charges required to be paid by their leases and deposit same into the applicable Property Account (as hereinafter defined). Manager shall compute and ▇▇▇▇ tenants for such items of rent. Manager shall prepare, in consultation with Owner, and submit to the tenants of the Property, such statements as are required by the terms of their leases or as may be reasonably necessary to ▇▇▇▇ and collect the charges in question. Manager will, at Owner’s expense, but only after consultation with, and approval by Owner, institute legal actions or other proceedings for the collection of such rent or charges due from tenants or for the eviction of tenants, and such expenses may include the employment of collection agencies and/or the engaging of counsel approved or designated by Owner for such matters; provided that actions for the collection of sums of less than $5,000 shall not require Owner’s prior approval so long as Manager uses such law firms as have been approved by Owner for such purpose. Manager shall, at the request of Owner and at no additional cost to Owner, cause the appropriate personnel of its organization to testify in any legal actions concerning any tenancies or the Property (provided that such personnel are, at the time testimony is required, still members of Manager’s organization). Except with respect to disputes concerning $5,000 or less, Manager shall have no authority to settle, compromise or take any other action with respect to litigation relating to the Property or the tenancies of the Property without Owner’s express approval. (v) Deposit all tenant security deposits in such manner and with such depository institutions as is required by law, or to the extent no legal requirements are in existence for security deposits, then in the Property Account for the Property or as otherwise directed by Owner, with accrued interest to be paid to the related Owner if permitted by law or to a tenant if required under its lease or by law. Manager shall have no authority to withdraw any sums from said security deposit account. It is expressly understood and agreed that all disbursements, transfers or refunds of tenant security deposits made by Manager, if authorized by Owner, shall be made by a check drawn on said account or appropriate journal or bookkeeping entries and shall be substantiated by the appropriate records and accounting procedures. To the extent that applicable law requires that interest be paid to tenants, that statements or other materials or information be provided to tenants with respect to such security deposits, and/or that specified procedures be followed with respect to the retention, investment and disbursement of such security deposits, Manager shall fully comply with same. (vi) For each calendar year, Manager shall submit an annual budget for the Property to Owner, for Owner’s review and approval. Thereafter, Manager agrees to work with Owner to refine the budget until the budget is accepted by Owner. Unless otherwise designated by Owner, the Property shall be operated on a calendar year basis for reporting and budgeting purposes. Each budget shall show, by category, all anticipated items of income and expenditures, any capital expenditures recommended or anticipated by Manager and any other information which is appropriate for the operation of the Property for such year. Each budget shall be approved by Owner before it shall become effective (each approved annual budget for the Property is hereinafter referred to collectively as the “Annual Budget” for the Property). After approval, Manager shall use its best efforts to operate the Property within the constraints of the Annual Budget for the Property and shall not make any expenditure during a budgeted period which is in excess of one hundred five percent (105%) of the budgeted amount for such expenditure for any particular line item, or one hundred two percent (102%) of the aggregate of all budgeted expenditures, except with the express written approval of Owner. When appropriate, Manager will prepare, for Owner’s consideration and approval, an update of the Annual Budget to reflect actual or anticipated deviations. (vii) Bond or insure to the equivalent of a fidelity bond for malfeasance all its employees who handle, deal with, or are responsible for Owner’s money in an amount not less than three (3) months of rent and other charges payable by the tenants and licensees of the Property and deliver to Owner a bond or insurance policy (from an insurance company reasonably acceptable to Owner) naming Owner as loss payee under Manager's insurance policy. The cost of such insurance or bond shall be borne by Manager. (viii) Subject to the terms of subparagraph (x) below, in accordance with the Owner’s procedures with respect to Owner’s approval of invoices and payment, pay from the applicable Property Account, when due, all taxes, assessments, rents and other levies applicable to the Property, operating expenses, property management fees, leasing commissions, and Manager’s approved expenses, and deliver to the Owner all canceled checks after month-end close. (ix) Unless otherwise specifically directed by Owner, use its best efforts to comply with all terms of any mortgages, deeds of trust or other documents relating to the Property of which Manager is given copies and pay from the applicable Property Account all amounts due under such documents before such amounts shall become delinquent. (x) Cause the buildings, appurtenances and grounds of the Property to be maintained, repaired and replaced, at Owner’s expense, in accordance with the quality standards generally applicable to Property of similar class in the geographic area of the applicable Property and according to such further standards as are acceptable to or designated by Owner, including, but not limited to, interior and exterior cleaning, painting, decorating, landscaping, plumbing, alterations, carpentry, and such other normal maintenance, preventive maintenance and repair work (including, but not limited to, structural repair work) as may be necessary. Except with respect to capital projects or repairs costing in excess of $10,000 (“Major Capital Projects”), Manager has the authority to make repairs, replacements, alterations and improvements to the extent same are within the constraints provided for in the Annual Budget, provided that prior to initiating any capital project or repair (including Major Capital Projects and capital projects or repairs contemplated by the Annual Budget), Manager shall submit for Owner’s approval a Capital Repair Request Form (in the form required by Owner). With respect to Major Capital Projects, Manager shall obtain at least three (3) qualified bids (unless the competitive bid requirement is waived by Owner) for all items comprising such Major Capital Project and provide Owner with all relevant information in connection with such bid process. In addition, Manager shall obtain Owner’s written approval prior to making any expenditure out of the Property Account with respect to a Major Capital Project and shall furnish Owner with all documentation and information as Owner may require with respect to such expenditure. Manager shall keep Owner fully and timely informed of its recommendations for repairs, replacements, alterations and improvements necessary to meet the Performance Standard. Manager shall oversee all maintenance, repair and replacement work performed at the Property. Manager shall require that all vendors and contractors performing work on the Property to maintain insurance in accordance with the insurance guidelines set forth on Exhibit E attached hereto. (xi) Negotiate, on behalf of Owner, on the most favorable terms that Manager using its best efforts can then obtain, contracts or arrangements for water, electricity, gas, steam, fuel, oil, telephone, cable, internet, laundry, rubbish removal, vermin extermination, and other necessary services, and for the obtaining of materials and services for the Property, as well as such other contracts as Manager shall deem advisable; provided, however, that Manager may only execute such contracts on behalf of Owner with Owner’s prior written approval and in a manner which discloses Owner’s interest and Manager’s relationship to Owner (Owner reserves the right to execute the contracts directly, without Manager’s agency, unless otherwise specifically directed by Owner in each instance) and, when possible, such contracts shall be for a period not to exceed twelve (12) months, and terminable on not more than thirty (30) days' notice by Owner or Manager without cause or charge. Manager shall act at all times under the direction of Owner and shall allocate to Owner any rebate, commission or discount obtained as result of such purchases, and any such commissions or rebates are to be remitted to Owner (including Owner's share of any discounts based on purchases made in common with other parties). (xii) Maintain, separately for the Property, in a manner and pursuant to a Yardi computer software system (or other such computer system designated by Owner at a future date), a system of office records, books and accounts with respect to the Property, on a cash basis in accordance with GAAP, which records shall be subject to examination by Owner or its authorized agents and employees at all reasonable hours (including access via telephone lines and modems after business hours), and which records, books and accounts are the property of Owner. Manager shall, upon request of Owner, make all of said books and records available to Owner and any other parties designated by Owner and shall deliver same to Owner or such designated parties on demand. Upon the termination of this Agreement, and Owner's request, Manager shall deliver all books and records and computer files to Owner. Manager shall be responsible, at its sole cost, for keeping its staff fully trained and up-to-date in the use and operation of Owner’s software and accounting systems. Manager understands that the particular accounting and data systems specified by Owner from time to time for the Property are essential to the uniformity and efficacy of Owner’s overall database and reporting systems, and, accordingly, Manager shall not change or modify any such systems without the express approval of Owner in each instance. (xiii) At Owner’s expense, prepare and implement such other commercially prudent business strategies, subject to the approval of Owner, so as to increase the profitability and value of the Property, including without limitation, promotional, marketing and expansion plans. In connection therewith, Manager shall cooperate with Owner in the creation of a promotional website for the Property and, at Owner’s expense, maintain such website in compliance with all applicable laws and in accordance with the standards and procedures promulgated by Owner. Manager may engage a consultant to perform such services subject to the prior approval of Owner. (xiv) Subject to the terms of subparagraph (x) above, coordinate and supervise the performance of capital improvements, all turn over and make ready work in connection with preparing vacated space for leasing and any other work performed by landlord or a tenant at the Property. (xv) Prepare and submit to Owner for the review of Owner the reports indicated on Exhibit D (the “Property Reports”) within the time frames designated by Exhibit D (Manager may close the Property's books by the 25th day of the prior month for purposes of preparing the applicable reports). In addition to the repor
Appears in 1 contract
Sources: Property Management Agreement (Presidential Realty Corp/De/)
Duties and Authority of Manager. All Properties
(a) Manager shall use diligent and professional efforts in managing, leasing, operating, maintaining and servicing the Property. The services of Manager hereunder are to be performed in a faithful and diligent manner, of a scope and quality consistent with prudent property management industry standards and best practices and in the best interest of Owner (the “Performance Standard”). In connection therewith, Manager shall make available to Owner, consistent with industry practices, the full benefit of the judgment, experience and advice of the members of Manager’s organization and staff with respect to the policies to be pursued by Owner in operating the Property. In performing the services hereunder, Manager shall comply with the Specific Management Guidelines set forth on Exhibit A hereto, as such guidelines may be changed by Owner from time to time. Manager shall provide maintenance and on-site and district/regional management (collectively, “Key Personnel”). Manager shall consult with Owner prior to making any changes to the Key Personnel. Without limiting the foregoing, it shall be the duty and responsibility of Manager, at its sole cost and expense unless otherwise provided herein (it being expressly understood that Owner is responsible for all costs for an on-site management and leasing office and reimbursement of Manager’s employment costs in accordance with Section 4(b) below, all pursuant to the Annual Budget, but Manager is responsible for all off-site employees and all off site management costs), to:
(i) Maintain and staff an on-site management and leasing office (which shall be open during customary business hours), meet with and respond to inquiries from tenants and prospective tenants, and report to Owner with respect to the Property on at least a monthly basis on Manager’s findings and activities. Manager agrees that all staff shall be employees of Manager and Manager shall supervise, and otherwise be responsible in all respects for, all such employees and Owner shall have no liability with respect thereto. The parties acknowledge all costs with respect to such on-site management and leasing office shall be an Owner expense pursuant to the Approved Budget and that Owner shall reimburse Manager’s employment related costs in accordance with Section 4(b) below. Manager shall comply with all applicable laws and regulations having to do with worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employment-employee related subjects. Manager represents that it is and will continue to be an equal opportunity employer. Manager and its employees shall be duly licensed, permitted and authorized under applicable federal, state and local laws and regulations to provide Owner with the services provided for in this Agreement. Manager shall, at Owner’s cost, conduct such background, reference, educational, criminal record and other checks in the hiring of its personnel working at a Property as shall be appropriate to the positions for which such personnel are engaged, to the extent permissible by law.
(ii) Lease available space in the Property. In such regard, Manager shall use its best efforts to keep the Property leased to tenants meeting Owner’s leasing criteria. All proposed leases and any modification, cancellation, renewal (unless in accordance with an existing lease) or extension of an existing lease shall be in accordance with the leasing guidelines set forth on Exhibit B heretosecure, as such guidelines may be changed by Owner with respect to its Property from time to time. Unless otherwise agreed by Owner, all leases shall be substantially on the standard form of lease attached as Exhibit C hereto.
(iii) Secure, as fully full as practicable, the compliance of tenants by Tenants with the terms, covenants and conditions of their respective leases and compliance of the owners of any adjacent Property with any restrictions contained in any recorded declaration affecting the Property of which Manager has knowledge. Manager shall leases; (ii) keep all tenants Tenants informed of all rules and regulations governing the use and occupation of space in the Property occupation; and (which Owner may alter or supplement from time to timeiii) promptly consider and Manager shall use its best efforts to cause its services hereunder to be consistent with such rules and regulations. Service service requests of tenants, when received shall be considered and handled by Manager and systematic Tenants. Systematic records shall be maintained showing the action taken with respect to each requestTenant request showing the action taken. Complaints of a serious nature shall shall, after investigation, be reported to Owner immediately with all relevant details and Manager shall thereafter investigate the complaint and make appropriate recommendations.
(ivb) Collect from tenants in the Property all rents and other charges required to be paid by their leases and deposit same into the applicable Property Account (as hereinafter defined). Manager shall compute compute, bill Tenants for, and ▇collect f▇▇▇ tenants for such items of rentTenants all minimum rents, additional rents, and percentage rents. Manager shall preparemay, in consultation with Owner's prior written approval, retain counsel satisfactory to Owner and submit to the tenants of the Property, such statements as are required by the terms of their leases or as may be reasonably necessary to ▇▇▇▇ and collect the charges in question. Manager will, at Owner’s expense, but only after consultation with, and approval by Owner, institute legal actions or other proceedings for the collection of such rent or charges rents due from tenants Tenants or for the eviction of tenantsTenants.
(c) Manager shall establish and maintain in the name of Owner (or its designee) one or more separate insured interest bearing accounts for each Property in which Manager shall deposit all rent and other payments received from Tenants (each such account, a "Project Account"). Interest on all such accounts shall accrue to Owner and all funds on deposit in such expenses may include accounts shall at all times be and remain the employment of collection agencies and/or the engaging of counsel approved or designated by Owner for such matters; provided that actions for the collection of sums of less than $5,000 shall not require Owner’s prior approval so long as Manager uses such law firms as have been approved by Owner for such purpose. Manager shall, at the request property of Owner and at no additional cost to Owner, cause shall be segregated from the appropriate personnel of its organization to testify in any legal actions concerning any tenancies or the Property (provided that such personnel are, at the time testimony is required, still members funds of Manager’s organization. Owner shall establish and maintain a disbursement account with a bank designated by Manager into which Owner shall deposit funds sufficient to pay authorized expenses and the management fees hereunder (the "Disbursement Account").
(d) Upon the execution hereof, Manager and Owner shall agree upon an initial amount to fund the Disbursement Account. Manager shall be authorized to issue checks upon the Disbursement Account to pay all obligations and expenditures incurred by Manager for an on account of Owner in connection with the with the management and operation of each Property and to pay the management fee due to Manager pursuant to Section 5(e). Except All disbursements of funds made by Manager with respect to disputes concerning $5,000 or less, Manager shall have no authority to settle, compromise or take any other action with respect to litigation relating to the Property or the tenancies of management thereof shall be made by a check drawn on the Property without Owner’s express approvalDisbursement Account, and Manager shall maintain appropriate records and accounting procedures to substantiate such disbursements.
(ve) Deposit Manager shall deposit all tenant security deposits in such manner and with such depository institutions as is a separate interest bearing account for each Property if required by law, law or to by the extent no legal requirements are in existence for security deposits, then in the Property Account for the Property or as otherwise directed by Ownerterms of a space lease, with accrued interest to be paid to the related Owner if permitted unless otherwise required by law or to a tenant if required under its lease or by lawthe terms of such space lease. Manager shall have no authority be authorized to withdraw any sums monies from said such account at such time as the security deposit accountdeposits are returnable to Tenants or in the event of a Tenant default. It is expressly understood and agreed that all All disbursements, transfers or refunds of tenant security deposits made by Manager, if authorized by Owner, Manager with respect to funds in any such account shall be made by a check drawn on said account or appropriate journal or of bookkeeping entries and shall be substantiated by the appropriate records and accounting procedures. To the extent that applicable law requires that .
(f) Manager shall not pay any interest be paid or amortization on mortgages, unless Owner serves notice requesting Manager to tenantsdo so; provided, however, that statements Manager shall, as soon as practicable, send to Owner all bills or other materials or information be provided notices it receives in respect of any such mortgages.
(g) Manager shall submit to tenants Owner a fiscal year budget (the "Annual Budget") with respect to each Property not later than 60 days after the Property becomes subject to management hereunder. In successive years, an Annual Budget for each Property shall be submitted to Owner not later than 30 days after the expiration of the previous year's budget with respects to such security deposits, and/or that specified procedures be followed with respect to Property. Each Annual Budget shall include the retention, investment estimated operating income and disbursement expenses of such security deposits, Manager shall fully comply with same.
(vi) For each calendar Property for the next fiscal year, as well as any anticipated capital expenditures. After approval of Owner in writing, the Annual Budget shall be used by Manager shall submit an annual budget as a guide for the Property to actual operation of each Property. All expenses in connection with Owner-approved Annual Budgets shall be borne by Owner, for and it shall be the responsibility of Owner’s review and approval. Thereafter, provided there is no default by Manager, to make available sufficient funds to Manager agrees to work with Owner to refine the budget until the budget is accepted by Ownermeet expenses anticipated in such budgets. Unless otherwise designated by Owner, the each Property shall be operated on a calendar year basis for reporting and budgeting purposes. Each budget shall showOn or before the 15th day of each month and following the date the Manger is first required to submit an Annual Budget with respect to a Property, by categoryManager will prepare and submit to Owner, all anticipated items for the review of Owner, a report of income and expendituresexpenses from the operation and management of such Property for the preceding month. On or before January 31st of the year following the year in which the Manager is first required to submit an Annual Budget with respect to a Property and in each successive year thereafter, any capital expenditures recommended or anticipated by Manager will prepare and any other information which is appropriate submit to Owner, for the review of Owner, a report of income and expenses from the operation of the such Property for the preceding calendar year (or such year. Each budget shall be approved portion thereof as such Property was managed by Owner before it shall become effective (each approved annual budget for the Property is hereinafter referred to collectively as the “Annual Budget” for the PropertyManager hereunder). After approval, Manager shall use its best efforts to operate the Property within the constraints of the Annual Budget for the Property and shall not make any expenditure during a budgeted period which is in excess of one hundred five percent (105%) of the budgeted amount for such expenditure for any particular line item, or one hundred two percent (102%) of the aggregate of all budgeted expenditures, except with the express written approval of Owner. When appropriate, Manager will prepare, for Owner’s consideration and approval, an update of the Annual Budget to reflect actual or anticipated deviations.
(vii) Bond or insure to the equivalent of a fidelity bond for malfeasance all its employees who handle, deal with, or are responsible for Owner’s money in an amount not less than three (3) months of rent and other charges payable by the tenants and licensees of the Property and deliver to Owner a bond or insurance policy (from an insurance company reasonably acceptable to Owner) naming Owner as loss payee under Manager's insurance policy. The cost of such insurance or bond shall be borne by Manager.
(viii) Subject to the terms of subparagraph (x) below, in accordance with the Owner’s procedures with respect to Owner’s approval of invoices and payment, pay from the applicable Property Account, when due, all taxes, assessments, rents and other levies applicable to the Property, operating expenses, property management fees, leasing commissions, and Manager’s approved expenses, and deliver to the Owner all canceled checks after month-end close.
(ixh) Unless otherwise specifically directed by Owner, use its best efforts to Manager shall comply with all statutes, ordinances, laws rules and regulations affecting the Properties and with all terms and provisions of any mortgagesmortgages now or hereafter encumbering the Properties (the "Mortgages"), deeds and Indenture between Owner and United Sates Trust Company of trust or other documents New York, as Trustee, of even date herewith relating to Owner's Escalating Rate Collateralized Mortgage Bonds due November 30, 1997 (the Property of which Manager is given copies "Indenture"), and pay from any space leases, with respect to the applicable Property Account all amounts due under such documents before such amounts shall become delinquentProperties.
(xi) Cause the buildings, appurtenances and grounds of the Property to be maintained, repaired and replaced, at Owner’s expense, in accordance with the quality standards generally applicable to Property of similar class in the geographic area of the applicable Property and according to such further standards as are acceptable to or designated by Owner, including, but not limited to, interior and exterior cleaning, painting, decorating, landscaping, plumbing, alterations, carpentry, and such other normal maintenance, preventive maintenance and repair work (including, but not limited to, structural repair work) as may be necessary. Except with respect to capital projects or repairs costing in excess of $10,000 (“Major Capital Projects”), Manager has the authority to make repairs, replacements, alterations and improvements to the extent same are within the constraints provided for in the Annual Budget, provided that prior to initiating any capital project or repair (including Major Capital Projects and capital projects or repairs contemplated by the Annual Budget), Manager shall submit for Owner’s approval a Capital Repair Request Form (in the form required by Owner). With respect to Major Capital Projects, Manager shall obtain at least three (3) qualified bids (unless the competitive bid requirement is waived by Owner) for all items comprising such Major Capital Project and provide Owner with all relevant information in connection with such bid process. In addition, Manager shall obtain Owner’s written approval prior to making any expenditure out of the Property Account with respect to a Major Capital Project and shall furnish Owner with all documentation and information as Owner may require with respect to such expenditure. Manager shall keep Owner fully and timely informed of its recommendations for repairs, replacements, alterations and improvements necessary to meet the Performance Standard. Manager shall oversee all maintenance, repair and replacement work performed at the Property. Manager shall require that all vendors and contractors performing work on the Property to maintain insurance in accordance with the insurance guidelines set forth on Exhibit E attached hereto.
(xi) Negotiate, on behalf of Owner, on the most favorable terms that Manager using its best efforts can then obtain, contracts or arrangements for water, electricity, gas, steam, fuel, oil, telephone, cable, internet, laundry, rubbish removal, vermin extermination, and other necessary services, and for the obtaining of materials and services for the Property, as well as such other contracts as Manager shall deem advisable; provided, however, that Manager may only execute such contracts on behalf of Owner with Owner’s prior written approval and in a manner which discloses Owner’s interest and Manager’s relationship to Owner (Owner reserves the right to execute the contracts directly, without Manager’s agency, unless otherwise specifically directed by Owner in each instance) and, when possible, such contracts shall be for a period not to exceed twelve (12) months, and terminable on not more than thirty (30) days' notice by Owner or Manager without cause or charge. Manager shall act at all times under the direction of Owner and shall allocate to Owner any rebate, commission or discount obtained as result of such purchases, and any such commissions or rebates are to be remitted to Owner (including Owner's share of any discounts based on purchases made in common with other parties).
(xii) Maintain, separately for the Property, in a manner and pursuant to a Yardi computer software system (or other such computer system designated by Owner at a future date), a system of office records, books and accounts with respect to the each Property, on a cash basis in accordance with GAAP, which records shall be subject to examination by Owner or its authorized agents and employees at all reasonable hours (including access via telephone lines and modems after business hours). Owner may, and which at its expense, audit such office records, books and accounts are accounts. Any adjustments in amounts owing shall be paid within 15 days following receipt of the property of Owner. Manager shall, upon request of Owner, make all of said books and records available to Owner and any other parties designated by Owner and shall deliver same to Owner or such designated parties on demandaudit. Upon the termination of this Agreement, and upon the request of Owner's request, Manager shall deliver all such books and records and computer files to Owner.
(j) Manager shall prepare rental schedules with respect to the Properties, periodically review same and make recommendations to Owner with respect to changes thereto. Manager shall also prepare and monitor historical and projected performance and variation analyses with respect to the Properties.
(k) Manager shall prepare any other budgets, financial reports, economic surveys and projections of cash flow and working capital requirements not already provided for herein and requested for time to time by Owner.
(l) Manager shall establish procedures and operations regarding the management of each Property, shall monitory all management agreements and maintenance agreements with respect to the Properties and shall supervise any on-site managers employed pursuant thereto.
(m) Manager shall perform its responsibilities hereunder with due diligence and with the same care and skill as exercised by managing agents of premises similar to the Properties. Owner and Manager shall use their best efforts to deliver promptly to each other copies of all notices or other communications which relate to this Agreement or the duties to be performed hereunder. Owner and Manager shall use their reasonable efforts to cooperate with each other so as to facilitate Manager's performance of its duties and responsibilities hereunder in order to maintain and promote Owner's and Manager's interests in the Properties.
(n) If instructed by Owner, Manager shall carry and maintain for each Property throughout the term of this Agreement and at Owner's expense, public liability insurance in the amounts specified by Owner or required by the Mortgages encumbering such Property of the Indenture, protecting Owner and Manager in such amounts against any liability for injury to persons or damage to property in any way occurring in or about each Property or arising out of the use or occupancy of each Property. The policy or policies for such insurance shall be written by insurance companies authorized to do business in the jurisdiction in which the respective Property is located and shall name both Owner and Manager as insureds. Said policies shall be acceptable in all respects to both Owner and Manager. Said policy or policies of insurance shall provide that same notice of cancellation to Owner and Manager. Certificates or copies of such policy or policies shall be delivered to Owner immediately after the same are obtained, and such policy or policies shall be renewed not less than 30 days prior to the expiration of same.
(o) If instructed by Owner, Manager covenants and agrees that it will at all times during the term of this Agreement keep (or cause to be kept) any and all buildings and improvements located on the Properties insured by insurance companies authorized to do business in the jurisdiction in which each respective Property is located for protection against damage or destruction by fire and other perils embraced within the term "extended coverage" in an amount not less than that which is required by the leases at such Property, the Mortgages encumbering such Property or the Indenture, and all such policies shall be payable, in the even of loss, to Owner, subject to the provisions concerning insurance contained in the Mortgages, the leases encumbering the Property in question and the Indenture. Manager will deliver renewals of such policies not less than 30 days prior to the expiration of same. Such policies shall provide that they may not be cancelled without at least 10 days' prior written notice of cancellation to Owner and Manager. In the event of any destruction or damage to any Property, Manager shall promptly give written notice to Owner of such destruction or damage and shall at Owner's request and expense, promptly and with due diligence supervise the rebuilding and repair of the improvements in accordance with any plans or directives approved or furnished by Owner and shall use its best efforts to have the improvements rebuilt and ready for occupancy within the time required by the Mortgages, the leases encumbering such Property and the Indenture. To the extent permitted under the Mortgages and the Indenture, the period for reconstruction shall be extended by delays caused without fault or neglect on the part of Manager such as delays caused by act of God, strikes, lockouts, weather, government regulations or other conditions beyond Manager's reasonable control. Manager shall be responsible, at its sole cost, entitled to reasonable compensation for keeping its staff fully trained the foregoing services which compensation shall be agreed upon between Owner and up-to-date Manager and shall be deemed an expense of reconstruction. Except to the extent otherwise required by the provisions concerning insurance contained in the use Mortgages and operation the Indentures or any leases encumbering such Property, any insurance proceeds payable shall be deposited in the Disbursement Account and shall be used by Manager for the reconstruction or repair of Owner’s software and accounting systemsany building or improvement damaged or destroyed. Manager understands that the particular accounting and data systems specified Such proceeds shall be requested by Owner pursuant to the Indenture or paid out by Manager, from time to time for time, on the Property are essential certification of any architect, engineer or contractor having supervision of such construction and repair that the amount requested is to be applied to the uniformity payment of the reconstruction or repair and efficacy of Owner’s overall database and reporting systemsat the reasonable cost therefor. Subject to the provisions concerning insurance contained in the Mortgages, and, accordingly, Manager shall not change the Indenture or modify any such systems without leases, any excess or insurance proceeds remaining after the express approval of Owner in each instance.
(xiii) At Owner’s expense, prepare and implement such other commercially prudent business strategies, subject necessary reconstruction or repair shall be paid to the approval of Owner, so as to increase the profitability and value of the Property, including without limitation, promotional, marketing and expansion plans. In connection therewith, Manager shall cooperate with Owner in the creation of a promotional website for the Property and, at Owner’s expense, maintain such website in compliance with all applicable laws and in accordance with the standards and procedures promulgated by Owner. Manager may engage a consultant to perform such services subject to the prior approval of Owner.
(xivp) Subject to the terms of subparagraph (x) above, coordinate and Manager shall supervise the performance maintenance, repair and minor remodeling and refurbishing of capital improvementsany and all Properties, all turn over and make ready work in connection unless with preparing vacated space for leasing and respect to any other work Property (or portion thereof) such duties are to be performed on such Property by landlord or a tenant at the PropertyTenant pursuant to a lease.
(xv) Prepare and submit to Owner for the review of Owner the reports indicated on Exhibit D (the “Property Reports”) within the time frames designated by Exhibit D (Manager may close the Property's books by the 25th day of the prior month for purposes of preparing the applicable reports). In addition to the repor
Appears in 1 contract