Common use of Management of Development Clause in Contracts

Management of Development. It will be the responsibility of Developer to accomplish all design, development and construction requirements for the development of the Project in accordance with the Development Schedule (the "Development Schedule") and the Development Budget (the "Development Budget") set forth respectively on EXHIBIT "C" and EXHIBIT "D" hereto, and in connection therewith, Developer's obligations and services include, without limitation, the following (the "Services"): (a) Developer shall supervise and assist Monroe in the preparation of: (i) the Plans and Specifications (as defined below); (ii) the Development Schedule for the Project setting forth a detailed analysis and schedule for the development and construction of the Project; (iii) the Development Budget for the Project setting forth a detailed budget for the Project; and (iv) a survey of the location and boundaries of the Property on which the Project will be constructed, which shall, at a minimum, clearly depict all wetland areas and contain a metes and bounds description of the Property, and contain such other information and detail as required by Monroe or MPT and the title insurance company insuring Monroe's leasehold interest in the Property. (b) Developer shall obtain, within twenty (20) days from the Effective Date in accordance with the Development Schedule, to the extent not obtained by Monroe, all approvals, governmental approvals and permits necessary or appropriate for the development and construction of the Project, including, without limitation, approvals required pursuant to any declarations, covenants, conditions and restrictions relating to the Property, zoning approvals, zoning variances, subdivision approvals, grading and utility permits, building permits, tap permits or "connections" for water and sanitary sewer service for the Project (the expense for which shall be included in the Development Budget) (all such approvals and permits shall be on terms and conditions approved by Monroe and MPT), and shall perform such other acts as provided herein, including such efforts which are necessary for the Subdivision Approval, which shall be necessary to effect compliance with all laws, rules, ordinances, statutes, and regulations of any governmental authority applicable to the development of the Project. (c) Developer shall assist Monroe in negotiating contracts and agreements (the "Third Party Agreements") with architects, landscape architects, engineers, planners, designers, general contractors, subcontractors, technology suppliers and consultants, and other suppliers and vendors (collectively the "Third Parties") utilized in the development and construction of the Project. All of the Third Party Agreements, whether proposed or previously executed, shall be subject to the prior review, revision and approval of MPT. Notwithstanding anything contained herein to the contrary, and subject to MPT's prior written approval: (i) Monroe shall have the right to designate the general contractor ("Contractor"), architect ("Architect"), construction company ("Construction Company"), engineer ("Engineer") and other Third Parties which will participate in the development and construction of the Project, (ii) Monroe shall control the preparation and negotiation of the definitive agreements with such parties, and (iii) Monroe (and MPT) shall have a right of objection (as set forth in the general contract with the Contractor) to all Third Party Agreements prior to their execution. Developer acknowledges and understands that the Third Party Agreements shall not be completed, fully negotiated or signed until Monroe and MPT have reviewed and approved in writing such Third Party Agreements. In connection therewith, Developer shall also obtain from all Third Parties such payment and performance bonds and all other bonds required by MPT and by any governmental authority applicable to the development of the Project, such bonds shall name Monroe, MPT and the Facility Lender (as defined in Section 12.2 below) as named obligees or additional insureds. In the event Monroe is not a party to any of the Third Party Agreements, either Monroe or MPT shall have the right to require the Developer, within ten (10) days after written request from either Monroe or MPT, to (i) renegotiate such Third Party Agreements on terms and conditions acceptable to Monroe and MPT, and/or (ii) terminate such Third Party Agreements, and/or (iii) obtain a written assignment, consent to assignment estoppel and subordination agreement signed by the parties to such Third Party Agreements in form and content acceptable to Monroe and MPT. (d) Developer shall advise and assist Monroe in obtaining contracts with the appropriate government authorities and utility companies for the construction of any utility services necessary for the implementation of the Project and the use of the Facility. Neither Monroe nor the Developer shall enter into any such contract prior to receipt of MPT's written approval of such contracts which approval may be granted or withheld in MPT's sole discretion. (e) Developer shall, within thirty (30) days from the Effective Date, cause the Architect to complete the preparation of the final working drawings, plans and specifications for the Project, excluding or including, at the discretion of Monroe and MPT, interior partitions, finishes and other tenant improvement work, but including all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (4) copies of such working drawings, plans and specifications to Monroe and to MPT. If Monroe or MPT has any objections or comments with respect to any such drawings, plans and specifications which are submitted to it, Monroe or MPT shall notify Developer and Architect in writing within thirty (30) days after Monroe's or MPT's receipt of such working drawings, plans and specifications. If Monroe or MPT makes any comments or objections or requests any changes or corrections regarding any such working drawings, plans and specifications, Developer shall promptly coordinate with Architect and cause the requested comments, objections, changes and corrections to be addressed and made. Developer shall promptly resubmit to Monroe and to MPT modified working drawings, plans and specifications, which shall be subject to the same review and approval procedures set forth above. All such working drawings and specifications which are approved by Monroe and MPT are herein referred to as the "Plans and Specifications". Approval of the Plans and Specifications by Monroe and MPT shall constitute only an approval of the aesthetic features of the building described in the drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and Specifications are satisfactory, and shall not be construed as an approval of the character or quality of the architectural, structural or engineering design of the Improvements or any of their components, or an acknowledgment that the design complies with applicable building codes. No such approval shall constitute a waiver of any warranties or guaranties set forth in this Agreement or release Developer or Architect from liability for any errors or omissions. None of the Plans and Specifications may be changed or otherwise modified without the prior written consent of Monroe and

Management of Development. It will be the responsibility of Developer to accomplish shall manage and oversee all design, development and construction requirements for the development aspects of the Project in accordance with the Development Schedule (the "Development Schedule") ), a preliminary copy of which is set forth on EXHIBIT "C", and the Development Budget (the "Development Budget") set forth respectively on EXHIBIT "C" and EXHIBIT "D" attached hereto. Owner and BCOI hereby acknowledge and agree that each has reviewed and does hereby approve of the Development Schedule and the Development Budget attached hereto; provided, however, that the parties acknowledge that the Development Schedule attached hereto is a preliminary Development Schedule and in within ten (10) days of the date hereof, the parties shall agree to a final Development Schedule and such Development Schedule shall supersede the preliminary Development Schedule attached hereto. In connection therewith, Developer's obligations Developer is hereby authorized and services includedirected to perform, and Developer hereby agrees to perform, without limitation, the following services (the "Services"): (a) Developer shall supervise and assist Monroe BCOI in the preparation or procurement of: (i) the Plans and Specifications (as defined below); (ii) the Development Schedule for the Project setting forth a detailed analysis and schedule for the development and construction of the Project; (iii) the Development Budget for the Project setting forth a detailed budget for the Project; and (iv) a survey of the location and boundaries of the Property on which the Project will be constructed, which shall, at a minimum, clearly depict all wetland areas and contain a metes and bounds legal description of the Property, and contain such other information and detail as required by Monroe BCOI or MPT Owner and the title insurance company insuring MonroeBCOI's leasehold interest interests in the Property. (b) Developer shall obtain, within twenty (20) days from the Effective Date in accordance with the Development Scheduleuse its best efforts to obtain as soon as practicable, to the extent not obtained by MonroeBCOI, all approvals, governmental approvals and permits necessary or appropriate for the development and construction of the Project, including, without limitation, approvals required pursuant to any declarations, covenants, conditions and restrictions relating to the Property, zoning approvals, zoning variances, subdivision approvals, grading and utility permits, building permits, tap permits or "connections" for water and sanitary sewer service for the Project (the expense for which shall be included in the Development Budget) (all such approvals and permits shall be on terms and conditions approved by Monroe BCOI and MPTOwner), and . Developer shall perform furnish Owner with evidence of such other acts as provided herein, including such efforts which are necessary for the Subdivision Approval, which shall be necessary to effect compliance with all laws, rules, ordinances, statutes, and regulations approvals within ten (10) days of any governmental authority applicable to the development receipt of the Projectsame. (c) Developer shall assist Monroe BCOI in negotiating contracts and agreements (the "Third Party AgreementsContracts") with architects, landscape architects, engineers, planners, designers, general contractors, subcontractors, technology suppliers and consultants, and other suppliers and vendors (collectively the "Third Parties") utilized in the development and construction of the Project. All of the Third Party AgreementsContracts, whether proposed or previously executedother than those listed and described on EXHIBIT "E" hereto which Owner acknowledges and agrees that it has approved, shall be subject to the prior review, revision and approval of MPTOwner. Notwithstanding anything contained herein to the contrary, and (i) subject to MPTOwner's prior written approval: (i) Monroe , BCOI shall have the right to designate the general contractor ("Contractor") (provided, however, that Owner hereby approves of Clayco Construction Company), architect ("Architect"), construction company ("Construction Company"), engineer ("Engineer") and other Third Parties which will participate in the development and construction of the Project, (ii) Monroe BCOI, subject to Owner's prior written approval, shall control the preparation and negotiation of the definitive agreements with such parties, and (iii) Monroe (and MPT) Owner shall have a the right of objection to review and approve all Contracts (as set forth in the general contract with the Contractorother than those listed on EXHIBIT "E") to all Third Party Agreements prior to their execution. Developer acknowledges and understands that the Third Party Agreements Contracts shall not be completed, fully negotiated or signed until Monroe BCOI and MPT Owner have reviewed and approved in writing such Third Party AgreementsContracts (other than those listed on EXHIBIT "E"). In connection therewith, Developer shall also obtain from all Third Parties such payment and performance bonds and all other bonds required by MPT BCOI, Owner and Facility Lender and by any governmental authority applicable to the construction and development of the Project, such bonds shall name Monroenaming BCOI, MPT Owner and the Facility Lender (as defined in Section 12.2 11.2 below) as named obligees or additional insureds. In the event Monroe BCOI is not a party to any of the Contracts with Third Party AgreementsParties, either Monroe BCOI, Owner or MPT Facility Lender shall have the right to require the Developer, within ten (10) days after written request from either Monroe BCOI, Owner or MPTFacility Lender, to (i) renegotiate such Third Party Agreements on terms and conditions acceptable to Monroe and MPT, and/or (ii) terminate such Third Party Agreements, and/or (iii) obtain a written assignment, consent to assignment estoppel and subordination agreement signed by the parties to such Third Party Agreements Contracts in form and content acceptable to Monroe BCOI, Owner and MPTFacility Lender. (d) Developer shall advise and assist Monroe BCOI in obtaining contracts with the appropriate government authorities and utility companies for the construction of any utility services necessary for the implementation of the Project and the use of the Facility. Neither Monroe BCOI nor the Developer shall enter into any such contract prior to receipt of MPTOwner's written approval of such contracts which approval may be granted or withheld in MPTOwner's sole discretion. (e) Developer shall, within thirty ten (3010) days from the Effective Date, cause the Architect to complete the preparation of the final working drawings, plans and specifications for the Project, excluding or including, at the discretion of Monroe BCOI and MPTOwner, interior partitions, finishes and other tenant improvement work, but including all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (4) copies of such working drawings, plans and specifications to Monroe BCOI and to MPTOwner. If Monroe BCOI or MPT Owner has any objections or comments with respect to any such drawings, plans and specifications which are submitted to it, Monroe BCOI or MPT Owner shall notify Developer and Architect in writing within thirty twenty (3020) days after MonroeBCOI's or MPTOwner's receipt of such working drawings, plans and specifications. If Monroe or MPT BCOI makes any comments or objections or requests any changes or corrections regarding any such working drawings, plans and specifications, Developer shall promptly coordinate with Architect and cause the requested comments, objections, changes and corrections to be addressed and made. Developer shall promptly resubmit to Monroe BCOI and to MPT Owner modified working drawings, plans and specifications, which shall be subject to the same review and approval procedures set forth above. All such working drawings and specifications which are approved by Monroe BCOI and MPT Owner are herein referred to as the "Plans and Specifications". Approval of the Plans and Specifications by Monroe BCOI and MPT Owner shall constitute only an approval of the aesthetic features of the building described in the drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and Specifications are satisfactory, and shall not be construed as an approval of the character or quality of the architectural, structural or engineering design of the Improvements or any of their components, or an acknowledgment that the design complies with applicable building codes. No such approval shall constitute a waiver of any warranties or guaranties set forth in this Agreement or release Developer or Architect from liability for any errors or omissions. None of the Plans and Specifications may be changed or otherwise modified without the prior written consent of Monroe andBCOI and Owner. All costs, fees and expenses of the preparation of the Plans and Specifications by the Architect and any other consultants shall be included in the Development Budget. (f) Developer shall obtain and file all notices of commencement of construction and completion of construction as may be required by the laws of the State of Pennsylvania and all rules, regulations and ordinances of any governmental authority having jurisdiction over the Project.