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Property Acquisition Services Agreement
Property Acquisition Services Agreement (7K)
Doc #169449: Click preview link for longer preview.
PROPERTY ACQUISITION SERVICES AGREEMENT
This Agreement, entered into as of September 30, 2003, by and between
Gen-Net Lease Income Trust, Inc., a Michigan corporation ("Gen-Net"), and
Genesis Financial Group, Inc., a Michigan corporation ("Genesis").
WHEREAS, Gen-Net is a publicly registered real estate investment trust
that specializes in acquiring and holding government leased properties as well
as other single user properties net leased to credit-worthy tenants;
WHEREAS, Gen-Net is actively engaged in raising capital to acquire
properties as described in its publicly registered prospectus(es) ("Qualified
Properties");
WHEREAS, Gen-Net utilizes the services of property acquisition
specialists in order to identify Qualified Properties and to assist in
negotiating acceptable acquisition terms with potential sellers;
WHEREAS, Genesis has approximately ten years of experience in acquiring
properties similar to the Qualified Properties and has developed close
relationships with developers and real estate brokers engaged in marketing such
properties;
WHEREAS, the Gen-Net Board of Directors has unanimously determined that
it would considerably benefit Gen-Net's interests to engage Genesis as a
property acquisition agent in connection with its property acquisition program,
as to be described in the prospectus that will be part of a registration
statement of Gen-Net's successor to be filed with the Securities and Exchange
Commission (the "Secondary Offering"); and
WHEREAS, Genesis has the knowledge, experience and resources to perform
these property acquisition services on behalf of Gen-Net.
NOW, THEREFORE, the parties agree as follows:
169449
|
GP Trust
As referenced in this Property Acquisition Services Agreement:
Government Properties Trust, – terms thereof upon
successful completion of the Secondary Offering.
7. For purposes of this Agreement, Gen-Net shall also mean its
successor entity, Government Properties Trust, Inc., as the context may
require.
8. This Agreement shall be construed and enforced under the laws of the
State of Michigan.
_____________
dt 113113
;
Gen-Net Lease Income Trust, Inc.;
| Genesis Financial Group, Inc.
|
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Shared Services Agreement
Shared Services Agreement (57K)
Doc #176308: Click preview link for longer preview.
SHARED SERVICES AGREEMENT
-------------------------
This SHARED SERVICES AGREEMENT (this "Agreement") is entered into
as of November 17, 2003 by and among The Related Companies, L.P., a New York
limited partnership ("Contributor Affiliate"), Related Management Company, a New
York limited partnership ("Related Management," and together with Contributor
Affiliate, the "Related Entities"), and CharterMac Capital Company, LLC, a
Delaware limited liability company ("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is made pursuant to, and as a condition
of, that certain Contribution Agreement, dated as of December 17, 2002, by and
among CCC and certain of the Persons, including an Affiliate of the Contributor
Affiliate (together with certain other parties) (the "Contribution Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, and for other good and valuable consideration,
it is hereby agreed by and among the parties hereto as follows:
Section 1. Capitalized Terms. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Contribution Agreement.
Section 2. Shared Services. Subject to the terms and conditions
of this Agreement, Contributor Affiliate will provide to CCC and any of its
Affiliates each of the services described in Schedule A and, if requested, any
of the services described in Schedule B (each a "Shared Service," collectively,
the "Shared Services"). The parties acknowledge and agree that the Shared
Services are services which Contributor Affiliate currently provides for its own
operations as well as the operations of the Subject Entities and that such
Shared Services, as provided hereunder, shall be consistent in scope to the
services provided by Contributor Affiliate during the 24-month period preceding
the Effective Date (as defined in Section 6 below), subject to the right to
modify such services as set forth herein. The parties further acknowledge and
agree that nothing contained herein shall be deemed to prohibit Contributor
Affiliate from continuing to provide such services for its own operations or for
any other purpose. The Shared Services shall be provided in a manner and at a
level of quality and performance substantially consistent with Contributor
Affiliate's past practice and Contributor Affiliate's own operations.
Notwithstanding the provision of Shared Services hereunder, Contributor
Affiliate shall retain exclusive control over (i) its personnel and employment
practices, and (ii) the manner in which it provides the Shared Services. In
addition, Contributor Affiliate may discontinue any of the Shared Services if
(i) such Shared Services are no longer being provided by Contributor Affiliate
and its Affiliates for their own operations, or (ii) such Shared Services are no
longer provided on premises at 625 Madison Avenue, New York, New York (the
"Premises") and relate specifically to the Premises (for example, reception,
telecommunications, computer servers and mailroom services). Contributor
Affiliate may modify the Shared Services provided to CCC hereunder, if
{PAGE}
and to the extent that such services are modified for the operations of
Contributor Affiliate and its Affiliates. Contributor Affiliate shall provide
CCC with written notice at least 90 days prior to the termination or material
modification of any of the Shared Services.
Section 3. Ownership Rights; Other Agreements
(a) Equipment and Software Ownership Rights. The parties
acknowledge and agree that all (i) hardware and other equipment including,
without limitation, all servers and imaging systems, and (ii) software that
Contributor Affiliate uses in providing the Shared Services to CCC hereunder
will be, as between Contributor Affiliate and CCC, proprietary to Contributor
Affiliate, and at all times, as between Contributor Affiliate and CCC,
Contributor Affiliate shall own all right, title and interest therein and
thereto. Notwithstanding the foregoing, CCC shall retain the exclusive right to
use in perpetuity, at its sole cost and expense, the telephone numbers: (800)
600-6422, (800) 831-4826 and (212) 588-1765, along with all direct dial numbers
and facsimile numbers as in effect immediately prior to the Effective Date of
Related Capital Company ("RCC") and the employees of RCC who are becoming
employees of CCC as of the Effective Date. With respect to any third party
software used by Contributor Affiliate in providing the Shared Services to CCC
hereunder, CCC shall have no sublicense rights with respect to any such third
party software by virtue of Contributor Affiliate's provision of the Shared
Services. Certain software programs owned and used by Contributor Affiliate,
including Lawson, Microsoft (license for servers), Crystal Reports, TWIN
(treasury system) and E-Check (accounts payable system), were also used by RCC
in connection with its business and the consent of the licensor may be required
to make such software programs available to CCC subsequent to the Effective
Date. To the extent such consent is required, during the Term applicable to such
Services provided using such software, Contributor Affiliate and CCC will each
bear 50% of any incremental cost of making such software programs available CCC
subsequent to the Effective Date as compared to the costs prior to the Effective
Date. No equipment or software of Contributor Affiliate, whether owned, leased
or licensed, that is used in performing the Shared Services hereunder shall be
deemed to be transferred, assigned, conveyed, leased or licensed to CCC by such
performance or use. Notwithstanding the foregoing, CCC shall be entitled to
receive a copy of, and to use without limitation, except for limitations
applicable to the Contributor Affiliate, the software developed for the
so-called "Entity System" and data bases relating thereto upon the expiration or
earlier termination of this Agreement. The parties hereto agree that the
ACS/DISC System which is used for investor relations and other functions is now
and will continue to be the sole property of RCC.
(b) Sublease. The parties agree that if Contributor
Affiliate chooses to vacate the ninth floor at the Premises (the "Ninth Floor"),
then Contributor Affiliate shall give CCC at least 90 days prior written notice
of such intention and offer to CCC the right to have the lease assigned to it or
sublease the Ninth Floor, on the same terms as provided for in the existing
lease (the "Lease Option"), subject to any required landlord consent.
Contributor Affiliate agrees to use its commercially reasonable efforts to
obtain such landlord consent. CCC shall have 30 days to notify Contributor
Affiliate of the exercise of its rights under the Lease Option. If CCC does not
exercise the Lease Option, Contributor Affiliate may surrender the Ninth Floor
to the landlord, assign the lease, or sublet the Ninth Floor to a third party.
176308
|
CharterMac
As referenced in this Shared Services Agreement:
CharterMac – limited partnership ("Contributor Affiliate"), Related Management Company, a New
York limited partnership ("Related Management," and together with Contributor
Affiliate, the "Related Entities"), and CharterMac Capital Company, LLC, a
Delaware limited liability company ("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is
_____________
CharterMac – thereto or any other Stephen Ross controlled entity
that engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac"), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be
_____________
"CharterMac" – or any other Stephen Ross controlled entity
that engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac" ), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably
_____________
CharterMac – engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac"), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably requested by CharterMac or CCC (the "Other
Services," and
_____________
CharterMac – Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably requested by CharterMac or CCC (the "Other
Services," and together with Shared Services, the "Services"). The Other
Services shall be of a kind provided by Related
_____________
dt 234927
;
CharterMac
As referenced in this Shared Services Agreement:
CharterMac – limited partnership ("Contributor Affiliate"), Related Management Company, a New
York limited partnership ("Related Management," and together with Contributor
Affiliate, the "Related Entities"), and CharterMac Capital Company, LLC, a
Delaware limited liability company ("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is
_____________
CharterMac – thereto or any other Stephen Ross controlled entity
that engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac"), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be
_____________
"CharterMac" – or any other Stephen Ross controlled entity
that engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac" ), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably
_____________
CharterMac – engages in substantially the same business), promptly following the written
request of CCC or CharterMac ("CharterMac"), Related Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably requested by CharterMac or CCC (the "Other
Services," and
_____________
CharterMac – Management will provide to
CCC or CharterMac or their Affiliates such other services relating to their
investments as shall be reasonably requested by CharterMac or CCC (the "Other
Services," and together with Shared Services, the "Services"). The Other
Services shall be of a kind provided by Related
_____________
dt 234927
;
 Paul Hastings
As referenced in this Shared Services Agreement:
Paul, Hastings – Madison Avenue
New York, New York 10022
Attention: Alan P. Hirmes
with a copy to:
Paul, Hastings , Janofsky &Walker LLP
75 East 55th Street
New York, New York 10022
Attention: Mark
dt 32884
;
|
Proskauer Rose
As referenced in this Shared Services Agreement:
Proskauer Rose – with a copy to:
Michael Orbison
625 Madison Avenue
New York, New York 10022
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Steven A. Fishman, Esq.
dt 33338
;
The Related Companies, L.P.;
Related Management Company
|
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| 2003 |
Other Services Agreement
Other Services Agreement (35K)
Doc #176309: Click preview link for longer preview.
OTHER SERVICES AGREEMENT
------------------------
This OTHER SERVICES AGREEMENT (this "Agreement") is entered into as of
November 17, 2003 by and between Relcap Holding Company LLC ("Mirror Entity")
and CharterMac Capital Company, LLC, a Delaware limited liability company
("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is made pursuant to, and as a condition
of, that certain Contribution Agreement, dated as of December 17, 2002, by and
among CCC and the Persons named therein comprising Contributor (the
"Contribution Agreement").
WHEREAS, the Services (as defined below) to be provided pursuant
to this Agreement shall be provided to Related Aegis LP, a Delaware limited
partnership ("Related Aegis"), RCC Property Advisers, a Florida general
partnership ("RCC Property Advisers"), Related Mortgage Corp., a Delaware
corporation ("Related Mortgage Corp."), and Mirror Entity (collectively, the
"Company")
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, and for other good and valuable consideration,
it is hereby agreed by and among the parties hereto as follows:
Section 1. Capitalized Terms. Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Contribution Agreement.
Section 2. Services.
(a) General. Subject to the terms and conditions of this Agreement, CCC
will provide (i) with respect to Related Aegis and RCC Property Advisers, the
services that personnel of Related Capital Company ("RCC") provided prior to the
Effective Date to Related Aegis and RCC Property Advisers, including management,
oversight, accounting and investor relations services, and (ii) with respect to
Mirror Entity, the services that personnel of RCC provided prior to the
Effective Date with respect to the Excluded Assets owned by Mirror Entity (each
a "Service," and collectively, the "Services"). The Services shall include
service by employees of CCC as officers and directors of Related Aegis and RCC
Property Advisers (subject to the Company continuing to provide directors and
officers insurance coverage, or other indemnity, satisfactory to CCC). The
parties agree that the Services shall be similar in scope to those provided by
RCC during the 24-month period preceding the Effective Date, subject to the
right to modify such Services as set forth herein (provided that CCC shall not
be required to expend more than 20 hours of personnel time per calendar month in
the performance of Services for the account of Mirror Entity). To the extent
reasonably practicable (but subject to CCC's discretion in the assignment and
reassignment of its personnel), the employees of CCC who prior to the
{PAGE}
Effective Date performed the Services as employees of RCC will perform the
Services. If any of the employees who prior to the Effective Date provided
Services ceases to provide Services hereunder, then such Services shall be
provided by an employee of CCC selected by CCC who is reasonably satisfactory to
the Company. The parties acknowledge and agree that nothing contained herein
shall be deemed to prohibit CCC from employing such personnel for its own
operations or for any other purpose. The Services shall be provided in a manner
and at a level of quality and performance substantially consistent with past
practice and CCC's own operations. Notwithstanding the provision of Services
hereunder, CCC shall retain exclusive control over (i) its personnel and
employment practices and (ii) the manner in which it provides the Services. In
addition, CCC (i) may discontinue any of the Services if such Services are no
longer being provided by CCC for its own operations and (ii) may modify any of
the Services if and to the extent that such Services are modified for the
operations of CCC. CCC shall provide the Company with written notice at least 90
days prior to the termination or material modification of any of the Services.
(b) Status of Employees. Whenever an employee of CCC is utilized by CCC
to perform the Services for the Company under this Agreement ("Allocated
Employee"), such employee shall at all times remain CCC's employee and shall
remain subject to CCC's direction and control. Other than the Company's
obligation to pay a portion of the cost of the Allocated Employees as Fees (as
hereinafter defined), the Company shall have no liability to CCC or CCC's
employees for the CCC's employees' welfare, salaries, fringe benefits, workers'
compensation, legally required employer contributions and tax obligations by
virtue of the relationships established under this Agreement.
(c) Subject to the terms and conditions of this Agreement, CCC agrees
that it will provide to Related Mortgage Corp. services in connection with the
servicing of mortgage loans held by Related Mortgage Corp. at the date hereof,
which services shall be consistent with the services provided by RCC to Related
Mortgage Corp. during the 12 months preceding the date hereof. The services
provided pursuant to this Section 2(c) shall be included as "Services" pursuant
to this Agreement.
Section 3. Recordkeeping; Audits and Inspections.
(a) CCC shall be responsible for preparing and maintaining full and
accurate records of all Services provided by CCC to the Company hereunder,
including all data relating to the Company's business generated in the course of
CCC's performance of the Services (the "Data"). CCC shall keep, and make
available, the Data, during regular business hours at its place of business, or
at such other location as required by applicable laws, rules or regulations of
any governmental entity, for audit or inspection by the Company or its
authorized representatives and agents. The Company shall have the right, at its
cost, to review the books and records (including the Data) of CCC, or any of its
Affiliates providing any of the Services hereunder, that relate to the Services
provided under this Agreement. Any such review shall be conducted in a manner so
as not to interfere unreasonably with the normal business operations of CCC. CCC
agrees to provide reasonable cooperation in connection with any such review and
to make its records (including computer systems), personnel and facilities
reasonable available so as to facilitate and minimize the cost of any such
review.
176309
|
CharterMac
As referenced in this Other Services Agreement:
CharterMac – OTHER SERVICES AGREEMENT (this "Agreement") is entered into as of
November 17, 2003 by and between Relcap Holding Company LLC ("Mirror Entity")
and CharterMac Capital Company, LLC, a Delaware limited liability company
("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is
_____________
CharterMac – York 10022
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Steven A. Fishman, Esq.
If to CCC, to:
CharterMac Capital Company, LLC
625 Madison Avenue
New York, New York 10022
Attention: Alan P. Hirmes
with a copy to:
Paul, Hastings, Janofsky &Walker
_____________
CharterMac, – however, that any such modification, amendment
or supplement shall require the approval of not less than a majority of the
independent trustees of CharterMac, a Delaware statutory trust ("CharterMac").
(c) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of
_____________
"CharterMac" – amendment
or supplement shall require the approval of not less than a majority of the
independent trustees of CharterMac, a Delaware statutory trust ("CharterMac" ).
(c) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with
_____________
CharterMac) – in the case of a waiver by CCC, shall require
the approval of not less than a majority of the independent trustees of
CharterMac) , but such a waiver or failure to insist upon strict compliance with
respect to such obligation, covenant, agreement or condition shall not
_____________
dt 234928
;
CharterMac
As referenced in this Other Services Agreement:
CharterMac – OTHER SERVICES AGREEMENT (this "Agreement") is entered into as of
November 17, 2003 by and between Relcap Holding Company LLC ("Mirror Entity")
and CharterMac Capital Company, LLC, a Delaware limited liability company
("CCC").
W I T N E S S E T H:
--------------------
WHEREAS, this Agreement is
_____________
CharterMac – York 10022
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Steven A. Fishman, Esq.
If to CCC, to:
CharterMac Capital Company, LLC
625 Madison Avenue
New York, New York 10022
Attention: Alan P. Hirmes
with a copy to:
Paul, Hastings, Janofsky &Walker
_____________
CharterMac, – however, that any such modification, amendment
or supplement shall require the approval of not less than a majority of the
independent trustees of CharterMac, a Delaware statutory trust ("CharterMac").
(c) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of
_____________
"CharterMac" – amendment
or supplement shall require the approval of not less than a majority of the
independent trustees of CharterMac, a Delaware statutory trust ("CharterMac" ).
(c) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with
_____________
CharterMac) – in the case of a waiver by CCC, shall require
the approval of not less than a majority of the independent trustees of
CharterMac) , but such a waiver or failure to insist upon strict compliance with
respect to such obligation, covenant, agreement or condition shall not
_____________
dt 234928
;
Paul Hastings
As referenced in this Other Services Agreement:
Paul, Hastings – Madison Avenue
New York, New York 10022
Attention: Alan P. Hirmes
with a copy to:
Paul, Hastings , Janofsky &Walker LLP
75 East 55th Street
New York, New York 10022
Attention: Mark
dt 32885
;
|
Proskauer Rose
As referenced in this Other Services Agreement:
Proskauer Rose – case, to:
- 6 -
{PAGE}
Michael Orbison
625 Madison Avenue
New York, New York 10022
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Steven A. Fishman, Esq.
dt 33339
;
Relcap Holding Company LLC
|
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Property Acquisition Service Agreement
Property Acquisition Service Agreement (25K)
Doc #197260: Click preview link for longer preview.
PROPERTY ACQUISITION SERVICE AGREEMENT
THIS PROPERTY ACQUISITION SERVICE AGREEMENT (this "Agreement") is entered
into as of the ____ day of __________, 2003, by and among Inland Real Estate
Acquisitions, Inc., an Illinois corporation ("Acquisitions"), Inland Western
Retail Real Estate Trust, Inc., a Maryland corporation (the "Company") and
Inland Western Retail Real Estate Advisory Services, Inc., an Illinois
corporation (the "Advisor").
WHEREAS, the Company intends to commence on initial offering of its shares
of common stock, par value $.001 per share, soon after a registration statement
it will file with the Securities and Exchange Commission is declared effective;
a prospectus will be included as part of that registration statement; such
prospectus, while in draft form, the latest draft form thereof, and then in its
final form, as it may be amended or supplemented from time to time, is
hereinafter referred to as the "Prospectus"; and
WHEREAS, the Company was incorporated on March 5, 2003 to acquire and
manage a diversified portfolio of real estate primarily (i) improved for use as
retail establishments, principally multi-tenant shopping centers, or (ii)
improved with other commercial facilities which provide goods or services
(collectively, the "Primary Criteria for Investment"); such real estate will be
located mainly in the states west of the Mississippi River in the United States
(the "Primary Geographical Area of Investment"); the Company may also acquire,
among other properties, single-user retail properties located anywhere
throughout the United States if they are leased on a triple-net lease basis by
creditworthy tenants as described in the Prospectus; and
WHEREAS, the Company may enter into sale and leaseback transactions,
pursuant to which the Company will purchase a property from a person and lease
the property to such Person; and
WHEREAS, the Advisor and the Company are parties to a certain advisory
agreement (the "Advisory Agreement"), dated the date hereof; and
WHEREAS, under the terms of the Advisory Agreement, the Advisor generally
has responsibility for the day-to-day operations of the Company, administers the
Company's bookkeeping and accounting functions, serves as the Company's
consultant in connection with policy decisions to be made by the directors of
the Company (the "Directors"), manages or causes to be managed by another party
the Company's properties and renders other services as the Directors deem
appropriate; the Advisor is subject to the supervision of the Directors and has
only such functions as are delegated to it by the Directors; and
WHEREAS, the Company, the Advisor and Acquisitions are all affiliates; and
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties and
covenants herein contained, the Parties agree as follows:
1. INCORPORATION OF RECITALS. By this reference, the recitals set forth
above are hereby incorporated into this Agreement to the same extent as if set
forth fully herein.
2. GENERAL SERVICES. During the term of this Agreement, Acquisitions
shall continually present to the Company suitable opportunities to make
investments in real properties consistent with the investment policies of the
Company, the amount of funds the Company has available for investment, and the
investment program adopted by the Directors and in effect at the time. Towards
this end, Acquisitions shall (i) search for, (ii) identify, (iii) examine and
evaluate the potential value, the financial condition, the business history, the
demographics of the surrounding area, the proposed purchase price and the
geographic and market diversification of, (iv) negotiate with proposed sellers
for the purchase of, on behalf of the Company, and (v) in some cases, enter into
contracts to purchase, real properties that meet the Company's Primary Criteria
for Investment (a "Proposed Property").
3. EVALUATION OF PROPOSED PROPERTIES. In evaluating a Proposed Property,
Acquisitions shall consider a number of factors, including a Proposed
Property's: (i) geographic location and type; (ii) construction quality and
condition; (iii) current and projected cash flow; (iv) potential for capital
appreciation; (v) rent roll, including the potential for rent increases; (vi)
potential for economic growth in the tax and regulatory environment of the
community in which the Proposed Property is located; (vii) potential for
expanding the physical layout of the Proposed Property and/or the number of
sites; (viii) occupancy and demand by tenants for properties of a similar type
in the same geographic vicinity; (ix) prospects for liquidity through sale,
financing or refinancing of the Proposed Property; (x) competition from existing
properties and the potential for the construction of new properties in the area;
and (xi) treatment under applicable federal, state and local tax and other laws
and regulations.
4. ENVIRONMENTAL REPORTS. In evaluating any Proposed Property for
purchase, Acquisitions shall require the seller to provide a current Phase I
environmental report and, if necessary, a Phase II environmental report, with
respect to such Proposed Property.
5. APPRAISALS. All acquisitions of a Proposed Property to be made by the
Company shall be supported by an appraisal prepared by a competent, independent
appraiser who is a member-in-good standing of the Appraisal Institute prior to
the purchase of such Proposed Property.
6. PURCHASE OF PROPERTY. Acquisitions may purchase a Proposed Property in
its own name, assume loans in connection therewith and temporarily hold title
thereto for the purpose of facilitating acquisition or financing by the Company.
7. PROCESS FOR RESOLVING CONFLICTING OPPORTUNITIES. To the extent
possible, the resolution of conflicting investment opportunities between the
Company and other investment entities advised or managed by the Advisor and its
affiliates shall be resolved by giving priority to the Company, provided that
the Proposed Property meets the acquisition criteria of the Company. The Company
shall have the first opportunity to purchase such Proposed Property placed under
contract by Acquisitions, the Advisor or its affiliates, provided the Company is
able to close the purchase of the Proposed Property within 60 days.
Other factors which may be considered in connection with evaluating the
suitability of the Proposed Property for investment include: (i) the effect of
the acquisition on the diversification of each entity's portfolio; (ii) the
amount of funds available for investment; (iii)
197260
|
Inland Western
As referenced in this Property Acquisition Service Agreement:
Inland Western
Retail Real Estate Trust, – is entered
into as of the ____ day of __________, 2003, by and among Inland Real Estate
Acquisitions, Inc., an Illinois corporation ("Acquisitions"), Inland Western
Retail Real Estate Trust, Inc., a Maryland corporation (the "Company") and
Inland Western Retail Real Estate Advisory Services, Inc., an Illinois
corporation (the "Advisor").
WHEREAS, the
_____________
Inland Western Retail Real Estate Trust, – Inland Real Estate Acquisitions, Inc.; and
Inland Western Retail Real Estate Advisory Services, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: President
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Ms. Roberta S. Matlin, Vice President - Administration
with a copy to:
Duane Morris
_____________
dt 220460
;
Duane Morris
As referenced in this Property Acquisition Service Agreement:
Duane Morris – Brook, Illinois 60523
Attention: Ms. Roberta S. Matlin, Vice President - Administration
with a copy to:
Duane Morris LLC
227 West Monroe Street, Suite 3400
Chicago, Illinois 60606
Attention: David Kaufman
Any
dt 35836
;
| Inland Real Estate Acquisitions Inc.;
Inland Western Retail Real Estate Advisory Services Inc.
|
| Preview
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| 2000 |
Service Agreement
Service Agreement (62K)
Doc #256823: Click preview link for longer preview.
True91672894DATED June 2000
(1) SHURGARD STORAGE CENTERS INC.
(2) DAVID K. GRANT
(3) SSC BENELUX & CO S.C.A. (a Partnership)
_____________________________
SERVICE AGREEMENT
_____________________________
TITMUSS SAINER DECHERT
2 Serjeants' Inn,
London EC4Y 1LT
Draft: 7
Ref: CE821/057824
Date: 27/06/00
WP No: 1672894
THIS AGREEMENT is made on [ ] 2000
BETWEEN:-
(1) SHURGARD STORAGE CENTERS INC. a company incorporated
in the State of Washington, USA whose registered
office is at 1155 Valley Street, . . .
256823
|
Shurgard
As referenced in this Service Agreement:
SHURGARD STORAGE CENTERS – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}2
{FILENAME}0002.txt
{TEXT}
True91672894DATED June 2000
(1) SHURGARD STORAGE CENTERS INC.
(2) DAVID K. GRANT
(3) SSC BENELUX & CO S.C.A. (a Partnership)
_____________________________
SERVICE AGREEMENT
_____________________________
TITMUSS SAINER DECHERT
2 Serjeants'
_____________
SHURGARD STORAGE CENTERS – London EC4Y 1LT
Draft: 7
Ref: CE821/057824
Date: 27/06/00
WP No: 1672894
THIS AGREEMENT is made on [ ] 2000
BETWEEN:-
(1) SHURGARD STORAGE CENTERS INC. a company incorporated
in the State of Washington, USA whose registered
office is at 1155 Valley Street, Suite 400, Seattle,
Washington 98109 ("
_____________
dt 131274
;
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Dechert
As referenced in this Service Agreement:
DECHERT
– SHURGARD STORAGE CENTERS INC.
(2) DAVID K. GRANT
(3) SSC BENELUX & CO S.C.A. (a Partnership)
_____________________________
SERVICE AGREEMENT
_____________________________
TITMUSS SAINER DECHERT
2 Serjeants' Inn,
London EC4Y 1LT
Draft: 7
Ref: CE821/057824
Date: 27/06/00
WP No: 1672894
THIS AGREEMENT is made
_____________
dt 136087
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| 2004 |
Risk Analytics Services Agreement
Risk Analytics Services Agreement (18K)
Doc #257611: Click preview link for longer preview.
RISK ANALYTICS SERVICES AGREEMENT
This RISK ANALYTICS SERVICES AGREEMENT (the "Agreement") is made as of the 1st
day of April, 2004 ("Effective Date") between BlackRock Financial Management,
Inc. ("BlackRock") and Sunset Financial Resources, Inc. ("Client"). WHEREAS,
Client wishes to engage BlackRock to provide risk measurement reporting and
analytical calculation services for Client's market risk management group; NOW,
THEREFORE, the parties agree as follows:
1. Scope and Use of Services. (a) BlackRock will provide Client with certain
risk measurement reports as set forth on Schedule A (each, a "Report"; together,
the "Reports Package"). Reports will be made available to Client on a website
("Client Site") that will be created and maintained by BlackRock for
password-protected access via the internet by certain Client personnel ("Client
Users," as defined in Schedule A). The Reports Package will be produced by
BlackRock using the same quality control procedures used for its other clients
of similar services. Client acknowledges that the creation of these Reports will
be dependent on portfolio and securities data that Client and/or its agents
shall provide in a format specified by BlackRock ("Client Data," as defined in
Schedule A).
(b) BlackRock also will provide Client with access to BlackRock's "AnSer"
analytical calculator via the internet, as described in Schedule A.
The "Services" shall consist of provision of the Reports Package and AnSer.
(c) BlackRock will provide Client with improvements in the Services as and when
it makes such improvements generally available to its clients. Client also may
request new or additional Reports from BlackRock for an additional fee, as the
parties may agree.
(d) "Third Party Data" means any data provided by BlackRock that are not
proprietary to BlackRock and are listed in Schedule B. Certain Third Party Data
are required to use the Services. Use of Third Party Data is subject to certain
additional contract and fee terms with the provider of such data, as outlined in
Schedule B.
(e) Client will provide the hardware, software, and internet connectivity
necessary for Client Users to access and use the Reports and AnSer. Current
requirements are set forth in Schedule C. All use of the Services will be
subject to the limitations set forth in this Agreement (and Schedule A),
including limitations on the number and identity of Client Users and limitations
applicable to Third Party Data (see Schedule B).
(f) Use of the Services shall be for Client's internal business purposes only.
Only the Client Users specified in Schedule A shall be permitted to access the
Services, and in each case only those Services for which they are authorized
Client Users. Client shall not (i) sell, lease, sublicense, copy, or provide
AnSer, or any information produced, directly or indirectly, thereby, to any
third party; (ii) provide Reports to any third party, except as expressly
permitted in this Agreement; or (iii) reverse engineer or otherwise use the
Services in any way to develop, test, enhance, or calibrate, on behalf of itself
or for any other party, any system or services that are similar to any
component(s) of the Services. Notwithstanding the foregoing Client shall be
permitted to provide limited AnSer analytical results and excerpts from Reports
(y) to its customers and prospective customers, so long as the provision of such
materials is not for a fee and is only an incidental component of the service
provided by Client to such customers or prospective customers, and (z) to its
auditors and regulators as required by law, rule, or practice. At BlackRock's
request, Client shall provide BlackRock indicative copies of its materials that
include Report excerpts and/or derived AnSer analytical results and are provided
to its customers.
(g) Client acknowledges that not all securities in its portfolios may lend
themselves to explicit analytically derived risk measures and that BlackRock may
not have procedures or methods appropriate for risk analysis of certain types of
securities. BlackRock will consult with Client's designated representative in
such cases to determine the appropriate methodology for analysis of these
securities for the Reports Package.
(h) BlackRock will provide the Reports Package to Client on the schedule set
forth in Schedule A. The timely production of each Report will depend on the
timely receipt of complete Client Data. AnSer will be available on the schedule
set forth in Schedule A.
(i) BlackRock shall provide technical support to Client in its use of the
Services as set forth in Schedule A.
2. Representations by Client. Client represents and warrants that (a) execution,
delivery, and performance of this Agreement have been duly authorized and shall
not conflict with any obligation of Client, whether arising by contract,
operation of law, or otherwise, (b) this Agreement constitutes a valid and
binding obligation, and (c) Client has all rights necessary to provide the
Client Data to BlackRock for the uses set forth herein.
3. Representations by BlackRock. BlackRock represents and warrants that (a)
execution, delivery, and performance of this Agreement have been duly authorized
and shall not conflict with any obligation of BlackRock,
257611
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Sunset Financial
As referenced in this Risk Analytics Services Agreement:
Sunset Financial Resources, – SERVICES AGREEMENT (the "Agreement") is made as of the 1st
day of April, 2004 ("Effective Date") between BlackRock Financial Management,
Inc. ("BlackRock") and Sunset Financial Resources, Inc. ("Client"). WHEREAS,
Client wishes to engage BlackRock to provide risk measurement reporting and
analytical calculation services for Client's market risk
_____________
SUNSET FINANCIAL RESOURCES, – are rendered.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
SUNSET FINANCIAL RESOURCES, INC. BLACKROCK FINANCIAL MANAGEMENT, INC.
By: /s/ Byron L Boston By: /s/ Charles Hallac
------------------------------- -------------------------------
Name: Byron L Boston Name: Charles Hallac
Title:
_____________
dt 132236
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Service Agreement
Service Agreement (48K)
Doc #257694: Click preview link for longer preview.
DATED 2004
BETWEEN:-
SUNTERRA EUROPE (GROUP HOLDINGS) PLC
- and -
DAVID RONALD HARRIS
SERVICE AGREEMENT
Baker & McKenzie
100 New Bridge Street
LONDON
EC4V 6JA
COB/GXP/BXC
THIS . . .
257694
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| 2002 |
Shared Services Agreement
Shared Services Agreement (15K)
Doc #262499: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.10
{SEQUENCE}4
{FILENAME}y59271a2ex10-10.txt
{DESCRIPTION}SHARED SERVICES AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.10
SHARED SERVICES AGREEMENT
-------------------------
Shared Services Agreement (the "Agreement") dated as of January 1, 2002 by and
among Gould Investors L.P. ("Gould"), a Delaware limited partnership; BRT Realty
Trust ("BRT"), a Massachusetts business trust; One Liberty Properties, Inc., a
Maryland corporation ("OLP"); Majestic Property Management Corp., a Delaware
corporation ("MPMC"); Majestic Property Affiliates, Inc., a New York corporation
("Majestic"); and REIT Management Corp., a New York corporation ("REIT").
WHEREAS, Gould has been providing to the parties to this Agreement
(Gould and such entities being referred to collectively herein as the
"Affiliated Entities" and individually as an "Affiliated Entity") certain
facilities and executive and administrative services and the Affiliated Entities
desire that Gould continue to provide such facilities and services to them, on
the terms and subject to the conditions set forth herein;
WHEREAS, one or more of the Affiliated Entities provides facilities and
services to the other Affiliated Entities and it is the desire of the parties
hereto that the provision of such services shall continue, on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth below, and other good and valuable consideration, the
parties agree as follows:
1. SERVICES
--------
(a) Gould has provided and shall continue to provide to each Affiliated Entity
the following services (each a "Service" and, collectively, the "Services"):
(i) OFFICE SPACE. A portion of the office facility currently
occupied by Gould to conduct its business, including, without limitation,
utilities, maintenance services, office furnishings and equipment, and other
associated facilities and services. The portion of the office facility provided
to each Affiliated Entity shall be reasonable in light of the reasonable
requirements of Gould and the Affiliated Entities.
(ii) ADMINISTRATION. Executive, legal, accounting,
administrative and clerical personnel and required administrative, secretarial
and clerical services including, but not limited to, office supplies and
services, payroll, payroll taxes, employee benefits, billing and collection
services, and financial reporting services comparable to those currently
provided for the Affiliated Entities.
(iii) MAILROOM SERVICES. All services necessary to continue
current mailroom services, including, without limitation, all licenses, postage
meters, postage accounts, postage stamps, courier and express mail delivery
services.
(iv) TELECOMMUNICATIONS SERVICES. All services necessary to
maintain current telecommunications services, including, without limitation,
telephones, telephone line services, wireless telephones, wireless services,
telephone calls, facsimile equipment and related maintenance contracts and T1
line and service for internet communications.
{PAGE}
(v) COMPUTER SERVICES. Data processing services and personal
computer services, including without limitation data process operators and
software for use in connection with such services.
(b) Certain of the Affiliated Entities provide the following Services
to other Affiliated Entities, which the Affiliated Entity providing such
Services shall continue to provide:
(i) OFFICE SPACE. A portion of its office facility including
utilities, maintenance services, office furnishing and equipment and other
associated facilities and services. The portion of the office facility provided
shall be reasonable in light of the reasonable requirements of each Affiliated
Entity involved in providing and using such office facility.
(ii) ADMINISTRATION. Executive, accounting, administrative and
clerical personnel, including but not limited to payroll, payroll taxes,
employee benefits comparable to those currently being provided.
(c) Gould and each Affiliated Entity providing Services shall use its
commercially reasonable efforts to provide the Services required to be provided
by it in a timely and efficient manner, and shall assign to each of the Services
substantially the same priority as assigned to similar services performed in its
own operations.
2. TERM
----
2.1 The term of this Agreement shall commence as of January 1,
2002 and shall continue until December 31, 2002, unless earlier terminated or
extended in accordance with the provisions of this Section 2.
2.2 The term of this Agreement will automatically be extended
for additional one-year periods unless terminated by Gould as to one or more
Affiliated Entities upon written notice given to the Affiliated Entity to be
terminated at least three (3) months prior to the scheduled termination date.
2.3 Any one of the Affiliated Entities, other than Gould, may
withdraw from this Agreement , at any time during the term hereof, upon three
(3) months' prior written notice to each of the other Affiliated Entities.
3 FEES AND PAYMENT FOR THE SERVICES
---------------------------------
3.1 (a) In consideration of the provision of Services to the
Affiliated Entities, each Affiliated Entity shall pay to Gould and to any other
Affiliated Entity providing Services, on a quarterly basis, its allocated share
of the cost of all such Services ("Allocated Expenses") based on the following
formula:
(i) The total amount paid by Gould and any other
Affiliated Entity for all salaries, payroll taxes, and benefits and all other
payroll related expenses (collectively, "Payroll Expenses") shall be determined
for each quarter annual period.
{PAGE}
(ii) The total amount paid by Gould and any other
Affiliated Entity for all other costs, including, without limitation, rent,
utilities, cost of supplies, mail room expenses, computer use, communication
costs, and all other operating costs (collectively, "Overhead Costs") shall be
determined for each quarter annual period.
(iii) Each executive and administrative employee of the
Affiliated Entities performing services for more than one Affiliated Entity in
any quarter shall complete and deliver to the accounting personnel of Gould a
timesheet (in the form prepared by Gould) in which such employee shall set
forth the percentage of the employee's working time in the applicable quarter
devoted to the business and affairs of each Affiliated Entity.
(iv) The Payroll Expense of each employee for the
applicable quarter shall be allocated to each Affiliated Entity based on the
time devoted by such employee, as set forth in the timesheet, to the business
and affairs of any one or more Affiliated Entities.
(v) All Overhead Costs for the applicable quarter,
262499
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BRT Realty
As referenced in this Shared Services Agreement:
BRT Realty
Trust – Shared Services Agreement (the "Agreement") dated as of January 1, 2002 by and
among Gould Investors L.P. ("Gould"), a Delaware limited partnership; BRT Realty
Trust ("BRT"), a Massachusetts business trust; One Liberty Properties, Inc., a
Maryland corporation ("OLP"); Majestic Property Management Corp., a Delaware
corporation ("MPMC"); Majestic
_____________
BRT REALTY TRUST
– of the date and year first above written.
GOULD INVESTORS L.P.
By: Georgetown Partners, Inc.
By: /s/ Matthew Gould
-------------------------------
Matthew Gould
President
BRT REALTY TRUST
By: /s/ Jeffrey Gould
-------------------------------
Jeffrey Gould
President
ONE LIBERTY PROPERTIES, INC.
By: /s/ Jeffrey Fishman
-------------------------------
Jeffrey Fishman
President
MAJESTIC PROPERTY MANAGEMENT CORP.
_____________
dt 159002
;
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One Liberty
As referenced in this Shared Services Agreement:
One Liberty Properties, – January 1, 2002 by and
among Gould Investors L.P. ("Gould"), a Delaware limited partnership; BRT Realty
Trust ("BRT"), a Massachusetts business trust; One Liberty Properties, Inc., a
Maryland corporation ("OLP"); Majestic Property Management Corp., a Delaware
corporation ("MPMC"); Majestic Property Affiliates, Inc., a New York corporation
("Majestic");
_____________
ONE LIBERTY PROPERTIES, – L.P.
By: Georgetown Partners, Inc.
By: /s/ Matthew Gould
-------------------------------
Matthew Gould
President
BRT REALTY TRUST
By: /s/ Jeffrey Gould
-------------------------------
Jeffrey Gould
President
ONE LIBERTY PROPERTIES, INC.
By: /s/ Jeffrey Fishman
-------------------------------
Jeffrey Fishman
President
MAJESTIC PROPERTY MANAGEMENT CORP.
By: /s/ Daniel Lembo
-------------------------------
Daniel Lembo
President
MAJESTIC PROPERTY AFFILIATES
_____________
dt 144876
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| 2003 |
Services Agreement (Solana Marriott Hotel)
Services Agreement (Solana Marriott Hotel) (11K)
Doc #266991: Click preview link for longer preview.
SERVICES AGREEMENT
(SOLANA MARRIOTT HOTEL)
This Services Agreement (this "Agreement") is made and entered into
as of June 27, 2003, by and between Maguire Properties, L.P., a Maryland limited
partnership (the "Company") and Maguire Partners-Solana Limited Partnership, a
Texas limited partnership ("MP-Solana").
RECITALS
WHEREAS, MP-Solana will require the services of the Company to
perform certain administrative or operational functions for MP-Solana
(collectively, the "Services").
TERMS AND CONDITIONS
NOW, THEREFORE, the Parties hereby agree as follows:
1. DEFINITIONS. The following terms, when used in this Agreement,
shall each have the meaning set forth in this Section 1:
"Appendix A" shall mean Appendix A attached to this Agreement, as
amended from time to time, detailing the Services to be provided by the
Company to MP-Solana.
"Party" or "Parties" shall mean the Company and/or MP-Solana, as
the context requires.
2. EFFECTIVENESS OF AGREEMENT. This Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc. (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective Date does not occur, this Agreement will have no force
or effect.
3. SERVICES. The Company agrees to provide to MP-Solana the Services
as described in Appendix A, and/or such other services as agreed upon by the
Parties pursuant to this Agreement. Any such Services shall be provided by the
Company in exchange for remuneration equal to the fair market value of such
Services, as agreed upon by the Parties. Unless otherwise indicated on Appendix
A, the fair market value for any Service shall be equal to one hundred and
fifteen percent (115%) of the expenses incurred (including payroll expenses) in
providing such Service.
4. PAYMENTS. On or about the first day of each month, the Company
shall notify (each, a "Monthly Notice") MP-Solana of the total amount due from
MP-Solana with respect to the Services for the then prior month, unless
otherwise agreed upon by the Parties. Such Monthly Notice shall include a list
of each Service and all charges for each Service for the time period covered by
the Monthly Notice. Payment shall be made to the Company by MP-Solana within 10
days after submission of such Monthly Notice; provided, however, if MP-Solana
disagrees with any charge or claims it does not owe payment for any charge or
claim listed on the Monthly Notice, it may withhold such payment if it serves
the Company with written notice of such disagreement within 5 days after receipt
of such Monthly Notice. In any case, MP-Solana must pay the undisputed portion
of the charges within 10 days after receipt of the Monthly Notice to which the
charges relate. Any disagreement over any charge shall be resolved by the
Parties within 10 days after the original due date for such payment hereunder,
or, if no resolution can be reached, submitted to binding arbitration in
accordance with Section 10.
266991
|
Maguire
As referenced in this Services Agreement (Solana Marriott Hotel):
Maguire Properties, Inc – Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc . (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective
_____________
Maguire Properties, Inc – a transfer by operation of law; provided,
however, that the foregoing shall not extend to assignments by the Company to
any affiliate of Maguire Properties, Inc . If any purported transfer of interest
by a Party is not permitted as provided herein, such transfer shall be null and
void
_____________
MAGUIRE PROPERTIES, INC – have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC .
a Maryland Corporation
Its General Partner
By: /s/ Richard I. Gilchrist
_______________________________
Richard I. Gilchrist
President and Co-Chief Executive Officer
"MP-
_____________
dt 175112
;
Maguire
As referenced in this Services Agreement (Solana Marriott Hotel):
Maguire Properties, Inc – Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc . (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective
_____________
Maguire Properties, Inc – a transfer by operation of law; provided,
however, that the foregoing shall not extend to assignments by the Company to
any affiliate of Maguire Properties, Inc . If any purported transfer of interest
by a Party is not permitted as provided herein, such transfer shall be null and
void
_____________
MAGUIRE PROPERTIES, INC – have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC .
a Maryland Corporation
Its General Partner
By: /s/ Richard I. Gilchrist
_______________________________
Richard I. Gilchrist
President and Co-Chief Executive Officer
"MP-
_____________
dt 175112
;
|
Maguire
As referenced in this Services Agreement (Solana Marriott Hotel):
Maguire Properties, L.P. – SERVICES AGREEMENT
(SOLANA MARRIOTT HOTEL)
This Services Agreement (this "Agreement") is made and entered into
as of June 27, 2003, by and between Maguire Properties, L.P. , a Maryland limited
partnership (the "Company") and Maguire Partners-Solana Limited Partnership, a
Texas limited partnership ("MP-Solana").
RECITALS
WHEREAS, MP-Solana
_____________
Maguire Properties, L.P. – or three business days after being mailed by certified
or registered mail, postage prepaid, to the Parties at the following addresses:
The Company: Maguire Properties, L.P.
555 West Fifth Street, Suite 5000
Los Angeles, CA 90013-1010
Attention: Richard I. Gilchrist
Mark Lammas
MP-Solana: Maguire Partners-Solana
_____________
MAGUIRE PROPERTIES, L.P. – PAGE FOLLOWS]
3
{PAGE}
IN WITNESS WHEREOF, the Parties have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC.
a Maryland Corporation
Its General Partner
By: /s/ Richard I. Gilchrist
_______________________________
Richard I.
_____________
dt 157699
;
Maguire
As referenced in this Services Agreement (Solana Marriott Hotel):
Maguire Properties, L.P. – SERVICES AGREEMENT
(SOLANA MARRIOTT HOTEL)
This Services Agreement (this "Agreement") is made and entered into
as of June 27, 2003, by and between Maguire Properties, L.P. , a Maryland limited
partnership (the "Company") and Maguire Partners-Solana Limited Partnership, a
Texas limited partnership ("MP-Solana").
RECITALS
WHEREAS, MP-Solana
_____________
Maguire Properties, L.P. – or three business days after being mailed by certified
or registered mail, postage prepaid, to the Parties at the following addresses:
The Company: Maguire Properties, L.P.
555 West Fifth Street, Suite 5000
Los Angeles, CA 90013-1010
Attention: Richard I. Gilchrist
Mark Lammas
MP-Solana: Maguire Partners-Solana
_____________
MAGUIRE PROPERTIES, L.P. – PAGE FOLLOWS]
3
{PAGE}
IN WITNESS WHEREOF, the Parties have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC.
a Maryland Corporation
Its General Partner
By: /s/ Richard I. Gilchrist
_______________________________
Richard I.
_____________
dt 157699
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| Preview
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| 2003 |
Services Agreement (17th & Grand)
Services Agreement (17th & Grand) (11K)
Doc #266992: Click preview link for longer preview.
SERVICES AGREEMENT
(17TH & GRAND)
This Services Agreement (this "Agreement") is made and entered into
as of June 27, 2003, by and between Maguire Properties, L.P., a Maryland limited
partnership (the "Company") and Maguire Thomas Partners - 17th & Grand, Ltd., a
California limited partnership ("MTP-Grand").
RECITALS
WHEREAS, MTP-Grand will require the services of the Company to
perform certain administrative or operational functions for MTP-Grand
(collectively, the "Services").
TERMS AND CONDITIONS
NOW, THEREFORE, the Parties hereby agree as follows:
1. DEFINITIONS. The following terms, when used in this Agreement,
shall each have the meaning set forth in this Section 1:
"Appendix A" shall mean Appendix A attached to this Agreement, as
amended from time to time, detailing the Services to be provided by the Company
to MTP-Grand.
"Party" or "Parties" shall mean the Company and/or MTP-Grand, as
the context requires.
2. EFFECTIVENESS OF AGREEMENT. This Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc. (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective Date does not occur, this Agreement will have no force
or effect.
3. SERVICES. The Company agrees to provide to MTP-Grand the Services
as described in Appendix A, and/or such other services as agreed upon by the
Parties pursuant to this Agreement. Any such Services shall be provided by the
Company in exchange for remuneration equal to the fair market value of such
Services, as agreed upon by the Parties. Unless otherwise indicated on Appendix
A, the fair market value for any Service shall be equal to one hundred and
fifteen percent (115%) of the expenses incurred (including payroll expenses) in
providing such Service.
4. PAYMENTS. On or about the first day of each month, the Company
shall notify (each, a "Monthly Notice") MTP-Grand of the total amount due from
MTP-Grand with respect to the Services for the then prior month, unless
otherwise agreed upon by the Parties. Such Monthly Notice shall include a list
of each Service and all charges for each Service for the time period covered by
the Monthly Notice. Payment shall be made to the Company by MTP-Grand within 10
days after submission of such Monthly Notice; provided, however, if MTP-Grand
disagrees with any charge or claims it does not owe payment for any charge or
claim listed on the Monthly Notice, it may withhold such payment if it serves
the Company with written notice of such disagreement within 5 days after receipt
of such Monthly Notice. In any case, MTP-Grand must pay the undisputed portion
of the charges within 10 days after receipt of the Monthly Notice to which the
charges relate. Any disagreement over any charge shall be resolved by the
Parties within 10 days after the original due date for such payment hereunder,
or, if no resolution can be reached, submitted to binding arbitration in
accordance with Section 10.
266992
|
Maguire
As referenced in this Services Agreement (17th & Grand):
Maguire Properties, Inc – Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc . (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective
_____________
Maguire Properties, Inc – Suite 5000
Los Angeles, CA 90013-1010
Attention: Richard I. Gilchrist
Mark Lammas
MTP-Grand: Maguire Thomas Partners-17th & Grand, Ltd.
c/o Maguire Properties, Inc .
555 West Fifth Street, Suite 5000
Los Angeles, CA 90013
Attention: Robert F. Maguire III
Mark Lammas
9. GOVERNING LAW. This Agreement
_____________
Maguire Properties, Inc – a transfer by operation of law; provided,
however, that the foregoing shall not extend to assignments by the Company to
any affiliate of Maguire Properties, Inc . If any purported transfer of interest
by a Party is not permitted as provided herein, such transfer shall be null and
void
_____________
MAGUIRE PROPERTIES, INC – have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC .
a Maryland Corporation
Its General Partner
By: /s/ Richard I. Gilchrist
------------------------------------
Richard I. Gilchrist
President and Co-Chief Executive Officer
"MTP-GRAND"
_____________
dt 175113
;
Maguire
As referenced in this Services Agreement (17th & Grand):
Maguire Properties, Inc – Agreement shall be effective as
of the date of the closing of the initial public offering of shares of the
common stock of Maguire Properties, Inc . (the "Effective Date"), and shall
continue until terminated in writing in accordance with the terms hereof. In the
event that the Effective
_____________
Maguire Properties, Inc – Suite 5000
Los Angeles, CA 90013-1010
Attention: Richard I. Gilchrist
Mark Lammas
MTP-Grand: Maguire Thomas Partners-17th & Grand, Ltd.
c/o Maguire Properties, Inc .
555 West Fifth Street, Suite 5000
Los Angeles, CA 90013
Attention: Robert F. Maguire III
Mark Lammas
9. GOVERNING LAW. This Agreement
_____________
Maguire Properties, Inc – a transfer by operation of law; provided,
however, that the foregoing shall not extend to assignments by the Company to
any affiliate of Maguire Properties, Inc . If any purported transfer of interest
by a Party is not permitted as provided herein, such transfer shall be null and
void
_____________
MAGUIRE PROPERTIES, INC – have executed this Agreement
effective as of the date first above written.
THE "COMPANY"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partne |