MANAGEMENT AND ASSET MANAGEMENT AGREEMENT
By and Among
FOUR TOWER BRIDGE ASSOCIATES
as Owner
and
XXXXXX XXXXXX XXXXXX CORPORATION,
as Manager,
and
BRANDYWINE REALTY SERVICES CORPORATION,
as Asset Manager
Dated as of November 3, 1997
TABLE OF CONTENTS
Page
1. Designation and Appointment...............................................1
2. Term......................................................................2
3. Duties of Manager. ......................................................2
4. Asset Manager.............................................................6
5. Authority.................................................................6
6. Xxxxx Cash................................................................6
7. Signs.....................................................................6
8. Emergencies...............................................................7
9. Compensation to Manager and Asset Manager; Definitions; Reimbursement of
Expenses..................................................................7
10. Default; Termination......................................................9
11. Final Accounting.........................................................10
12. Notices..................................................................11
13. Assignment; Binding Effect...............................................11
14. Headings.................................................................12
15. Applicable Law...........................................................12
16. Indemnities; Waiver of Subrogation.......................................12
17. Entire Agreement.........................................................13
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MANAGEMENT AND ASSET MANAGEMENT AGREEMENT
MANAGEMENT AND ASSET MANAGEMENT AGREEMENT, dated as of November 3,
1997, by and between FOUR TOWER BRIDGE ASSOCIATES, a Pennsylvania limited
partnership ("Owner"), XXXXXX XXXXXX XXXXXX CORPORATION, a Pennsylvania
corporation ("Manager") and BRANDYWINE REALTY SERVICES CORPORATION, a
Delaware corporation("Asset Manager").
BACKGROUND
Owner is the owner of certain land and building known as Four Tower
Bridge, located in Conshohocken, Pennsylvania (the "Property").
Owner has requested Manager and Asset Manager to provide certain
management services with regard to the Property for the benefit of Owner, and
Manager and Asset Manager have agreed to do so, in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises, covenants and
conditions herein set forth, and intending to be legally bound hereby, Owner,
Manager and Asset Manager agree as follows:
1. Designation and Appointment.
(a) Owner hereby designates and appoints Manager to provide
complete real estate management and administration for the Property, and Manager
accepts such designation and appointment. In connection with such management
and administration, Manager shall have full responsibility and authority to
maintain and manage the Property on the terms and conditions hereinafter set
forth.
(b) Owner hereby designates and appoints Asset Manager to
coordinate with Manager in the real estate management, leasing and
administration for the Property, and Asset Manager accepts such designation and
appointment. In connection with such management and administration, Asset
Manager shall perform
its obligations on the terms and conditions hereinafter set forth.
2. Term. Unless otherwise agreed, the term (the "Term") of this
Agreement shall commence on the date hereof shall continue for so long as Four
Xxxxxx Tower Associates or any other entity owned or controlled by Xxxxxx X.
Xxxxxx is the Managing General Partner of the Owner of the Property.
3. Duties of Manager. Manager shall perform its services hereunder
in the status of an agent of Owner, with the quality of such services, in all
respects and at all times, to be equal to the standards of professional property
management for Class A commercial office real estate. Without limiting the
generality of the foregoing, Manager shall have the following duties:
(a) Personnel. Manager shall have full responsibility for, full
authority with respect to, and will use reasonable care in, selecting,
recruiting, hiring, firing, training, supervising and scheduling work for all
permanent or part time personnel, professionals and ad valorem tax consultants
necessary to perform the services of Manager under this Agreement. Personnel
and professionals for the Property may be hired directly by Manager, may be
provided through independent contractors or may be a combination of both. In no
event shall any person be considered an employee by Owner.
(b) Records and Reports. Manager shall maintain accurate
business records reflecting, as to the Property, all income, if any, all costs
and expenses incurred for the Property and all bills and other disbursements
made for the Property. Such records shall be kept on an accrual basis or on
such other basis as Owner shall require to be consistent with Owner's books and
records. A quarterly summary of such records, reasonably acceptable in form to
Owner, supported by copies of the underlying bills and invoices, shall be
furnished to Owner at the address hereinafter provided for notice. Such records
may be examined by representatives authorized by Owner at all reasonable times.
Manager shall retain such records for a minimum period of three (3) years and
shall deliver them to Owner upon termination of this Agreement. Owner shall
retain the responsibility for preparation of tax returns, but Manager shall in
all cases
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cooperate with Owner and Owner's authorized representatives in compiling
necessary information from the property records maintained by Manager. In the
event of the termination of this Agreement, Manager specifically agrees to
turn over to an authorized representative of Owner at the date of such
termination all records, correspondence, contracts and documents pertaining
to the management and administration of the Property.
(c) Property Account. Manager will maintain on behalf of Owner
a checking account in the name of the Owner (the "Property Account") at a bank
selected by Manager and approved by Owner. All income from the Property shall
be collected by Manager and promptly deposited in the Property Account. In any
instance where cash or cash equivalents shall be received by Manager, Manager
shall hold such funds as trust funds for Owner, and shall promptly deposit such
funds in the Property Account. At the request of Owner, Manager will cooperate
in any reasonable control procedures for collections which Owner shall deem
desirable. All disbursements made on behalf of the Property (except for xxxxx
cash expenditures as hereinafter provided) and all distributions to Owner out of
the Property Account shall be made by checks drawn on the Property Account. The
Property Account and all funds on deposit therein shall at all times be deemed
to be the property of Owner, subject, however, to the terms and conditions of
this Agreement. The following expenses shall be paid out of the Property
Account:
(i) payment of Debt Service (as defined in Subsection (f)
hereof);
(ii) all costs associated with income collection efforts;
(iii) all operating expenses and capital expenditures
associated with the Property including, without limitation, taxes,
insurance, cleaning, maintenance, landscaping, if any, trash removal, snow
and ice removal, capital improvements, supplies, and other expenses
normally characterized as operating expenses;
(iv) costs incurred in connection with emergencies pursuant
to Section 8 hereof;
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(v) the fees payable to Manager and Asset Manager and
expenses of Manager and Asset Manager to which either is entitled to
reimbursement pursuant to Section 9 hereof; and
(vi) any other expense properly chargeable to the Property
Account pursuant to the terms of this Agreement or as otherwise agreed
between Owner and Manager.
Manager shall use its best efforts to conduct its duties in accordance with the
Operating Budget for the Property provided to Manager by Owner; provided,
however, that if there are insufficient funds in the Property Account to pay all
expenses associated with the management and operation of the Property, Manager
shall so notify Owner promptly, and Owner shall immediately fund the Property
Account to pay all such expenses.
(d) Taxes; Insurance. Manager shall obtain and verify
statements for ad valorem property taxes and assessments against the
Property. Unless otherwise provided for by Owner, such statements shall be
paid from the Property Account. Manager shall arrange for and obtain
insurance with respect to the Property of such kinds, in such amounts, in
such forms and with such companies (including, without limitation, insurance
companies, if competitively priced, utilized by Manager (and its affiliates)
or Asset Manager (and its affiliates) under blanket policies) to the extent
obtainable, as Owner shall specify based upon Manager recommendation from
time to time. Unless otherwise provided for by Owner, premiums for all
insurance relating to the Property shall be paid from the Property Account.
All such insurance coverages shall be subject to review by Owner annually.
(e) Maintenance; Repairs; Other Operational Duties.
(i) Manager shall be responsible for performing, or
contracting for the performing of, the maintenance of the Property.
Manager shall, either directly or through the use of independent
contractors, keep the Property in a clean and sightly condition at all
times, and cause maintenance work to be performed promptly and efficiently
so as to fulfill Owner's obligation under any lease or governmental
regulation or other commitment
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or agreement. Manager shall also make or cause to be made all necessary
repairs, and shall purchase, in reasonable quantities and at reasonable
prices, all materials and supplies necessary or proper for maintenance
of the Property.
(ii) Manager shall notify Owner promptly (together with
copies of supporting papers) of any notice of violation of governmental
requirements.
(iii) Manager shall promptly notify Owner of any personal
injury or property damage suffered or claimed by any tenant or third party
on or with respect to the Property, other than injury or damage which would
be covered by insurance and Manager shall forward to Owner any summons,
subpoena or other like legal documents served upon Manager relating to
actual or alleged potential liability of Owner, Manager or the Property.
(iv) Manager shall take advantage of labor and materials
savings through quantity purchases when reasonable. All such savings (or
the proportionate share of such savings allocable to the Project) shall be
for the account of Owner.
(v) Notwithstanding anything herein to the contrary, Manager
shall also be entitled to an additional fee from Owner, in such amount as
Manager and Owner shall agree, for the supervision of construction on,
major alterations to, or capital repairs of, the Property and improvements
located thereon from time to time. The indemnity provided under Section
16(b) hereof shall be deemed to cover, without limitation, Manager's
activities under this subsection (v). In no event shall such fee exceed
five percent (5%) of the costs of the construction, alterations or capital
repairs. Manager shall provide to Owner an insurance certificate
evidencing at least $1,000,000 of public liability insurance if not covered
by the insurance provided under Section 3(d) hereof.
(f) Debt Service. Manager shall pay from the Property Account,
at Owner's request, all payments of principal
5
and interest on all financing with respect to the Property ("Debt Service").
(g) Professionals. Manager shall retain, at Owner's expense and
subject to Owner's prior approval, such attorneys, leasing agents, accountants,
engineers, architects and other professionals as shall be necessary in Manager's
or Asset Manager's judgment to perform its obligations hereunder.
(h) Budget. Manager shall prepare and deliver to the Asset
Manager, Managing General Partner and Administrative General Partner of Owner
for their respective approval, at least thirty (30) days prior to the beginning
of each calendar year, an Operating Budget with respect to such calendar year.
Each Operating Budget shall set forth all receipts projected for the period of
such Operating Budget, all expenses, by category, of owning and operating the
Project (including capital improvements) projected to be incurred during such
period and such reserves as shall be required by such Managing General Partner
and Administrative General Partner, jointly. Manager shall revise such budget
as directed by the Managing General Partner and Administrative General Partner
of Owner, acting jointly. In the absence of any such joint instructions,
Manager shall use the previous year's operating budget for such current year.
(i) Supplies. Asset Manager and Manager shall endeavor to
purchase office supplies and office equipment from common sources to take
advantage of economies of scale in purchasing.
4. Asset Manager. At the request of Manager or Owner, Asset Manager
shall review management issues as the same arise from time to time.
5. Authority. Manager, as agent for Owner, shall have the power to
bind Owner in all matters relating to the management of the Property, except as
limited elsewhere in this Agreement. Notwithstanding the foregoing, if, under
the partnership agreement of Owner, any action of Managing General Partner
requires the consent of the Administrative General Partner, Manager shall not be
permitted to take such action without such consent.
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6. Xxxxx Cash. Owner authorizes xxxxx cash funds to be maintained
at the Manager's office for routine expenditures for costs and expenses herein
authorized. Such fund may be reimbursed from the Property Account from time to
time, but nothing contained herein shall be deemed to modify Manager's
obligation to maintain adequate records of all expenditures, and total
expenditures from such funds during any month shall be subject to reasonable
limits which may be established by Owner from time to time.
7. Signs. Owner hereby grants Manager and Asset Manager (or
Brandywine Realty Trust) the privilege of displaying Manager's and Asset
Manager's signs upon the Property announcing that the Property is under
Manager's management and Asset Manager's asset management. Such signs will be
at Manager's and Asset Manager's sole expense and subject to the provisions of
local laws.
8. Emergencies. Manager shall have the right to incur costs and
expenses in connection with emergencies occurring or which Manager, in the
exercise of its reasonable discretion, deems threatened without the prior
written consent of Owner and shall be entitled to reimbursement from the
Property Account for actual costs and expenses incurred for such emergency
action to the extent such costs relate to the Property. "Emergencies" shall
refer not only to threatened riots or other civil commotions, but also to any
emergency action necessary in Manager's reasonable judgment to protect the
Property in case of damage or destruction, so threatened or occurring, from any
cause.
9. Compensation to Manager and Asset Manager; Definitions;
Reimbursement of Expenses.
(a) Management Fee. As compensation for the services of Manager
hereunder, Manager shall receive a Management Fee in an amount equal to four
percent (4%) of the Gross Receipts, as defined below, from the Property per
calendar month and Asset Manager shall receive an Asset Management Fee equal to
one percent (1%) of the Gross Receipts from the Property per calendar month.
Management Fees and Asset Management Fees shall be paid solely from the Property
Account, and should there be insufficient funds in the Property Account, Owner
shall be
7
required to immediately fund the Property Account to pay the Management Fees
and Asset Management Fees, subject, however, to Section 9(f) hereof. If only
a portion of the Management Fees and Asset Management Fees are payable for
any month (whether by reason of Section 9(f) hereof or otherwise), the
Management Fee shall be equal to eighty percent (80%) of the total of the
Management Fee and the Asset Management Fee payable, and the Asset Management
Fee shall be equal to twenty percent (20%) of the total of such fees.
(b) Monthly Installments; Reconciliation. Subject to Section
9(f) hereof, the Management Fee and Asset Management Fee shall be payable on the
tenth day of the calendar month based upon the Gross Receipts from the preceding
calendar month.
(c) Partial Months. If the term of service of Manager or Asset
Manager under this Agreement shall commence on any date other than the first day
of a calendar month or end on any date other than the last day of a calendar
month, then the Management Fee or Asset Management Fee, as applicable, for the
portion of any payment period which is only partially coincidental with the term
of this Agreement shall be based upon the Gross Receipts through such portion of
such payment period which is so coincidental.
(d) Gross Receipts. The term "Gross Receipts" as used in this
Agreement, is defined to be all gross receipts from operations and ownership
of the Property, including, but not limited to, base rent, all reimbursements
for taxes, insurance and operating expenses and electric costs, whether or
not separately billed to tenants, but excluding condemnation proceeds,
financing or refinancing proceeds and capital contributions.
(e) Reimbursement of Expenses. In addition to receiving the
compensation set forth in the portion of this Section 9 above, Manager shall
be reimbursed by Owner for overhead relating to Manager's expenses directly
incurred in supplies, telephone charges, postage charges and similar
out-of-pocket expenses with respect to the Property; provided, however, that
the amount payable to Manager on account of such
8
expenses shall be limited to the amount which is payable by tenants with
regard to such expenses.
(f) Subordination. This Management and Asset Management
Agreement and any extensions, renewals, replacements or modifications
thereof, and all of the rights of Manager and Asset Manager to collect any
Management Fees, Asset Management Fees are and shall be subject and
subordinate to the rights and claims of the Administrative General Partner
under that certain Agreement of Limited Partnership of Four Tower Bridge
Associates (the "Partnership Agreement") to receive the BOP Preferred
Cumulative Return, as defined therein. No Management Fees or Asset
Management Fees shall be paid hereunder at any time when any portion of the
BOP Preferred Cumulative Return is due and unpaid. In addition to and not in
limitation of the foregoing, Manager and Asset Manager acknowledge that this
Agreement and their respective rights hereunder are subject and subordinate
to any first mortgage encumbering the Property from time to time, and Manager
and Asset Manager shall, in confirmation of this, execute and deliver such
subordination agreement as such first mortgagee shall reasonably request.
10. Default; Termination.
(a) If either Manager or Asset Manager shall default in its
obligations under this Agreement and such default is not cured within thirty
(30) days after the date of notice of such default, Owner shall have all
rights and remedies at law or in equity, including, but not limited to, the
right to terminate this Agreement as to the defaulting party (provided,
however, if such default is not reasonably capable of being cured within
thirty (30) days, Manager or Asset Manager, as the case may be, shall have
such additional period within which to cure such default as is reasonably
necessary (not in excess of an additional ninety (90) days so long as Manager
or Asset Manager commences such cure within thirty (30) days after notice of
default and diligently prosecutes such cure until completion).
Notwithstanding the foregoing, if the Managing General Partner of Owner is
removed as Managing General Partner of Owner, such removal shall
automatically be a default of Manager without any further right of manager to
cure; provided, however, that if such Managing General Partner is ever
reinstated as the Managing General Partner of Owner, Manager shall be
reinstated as Manager
9
under this Agreement. If Owner shall default in its obligations under this
Agreement, and such default is not cured within thirty (30) days after the
date of notice of such default, the party or parties aggrieved by such
default shall have all rights at law and in equity, which may be exercised
jointly or severally. If the defaulting party is Asset Manager or Manager,
Owner shall have the further right to replace the defaulting Asset Manager or
Manager with a new manager or asset manager to perform the functions of such
party hereunder.
(b) In the event of (I) a sale of the Property; or (II) the
exercise of any remedies by the first mortgagee of the Property pursuant to
which such mortgagee takes title to or possession of the Property, then, in
any such event, Owner shall have the right and option, to be exercised by
giving written notice thereof to Agent, to either (a) terminate this
Agreement and Agent's rights and authority hereunder on thirty (30) days'
prior written notice, in which event the entire unpaid balance (if any) of
fees earned by Manager and Asset Manager to the date of termination shall
become and be due and payable by Owner to Manager and Asset Manager on the
date of settlement for the conveyance or transfer and upon making such lump
sum payment, Owner shall have no further liabilities or obligations
hereunder, or (b) assign this Agreement to the transferee or mortgagee of the
Property and, if such transferee is not the mortgagee, cause such transferee
or mortgagee to assume all of the obligations of Owner under this Agreement,
whereupon this Agreement shall continue and shall not terminate. The
provisions of this Section 10(b) shall apply to all subsequent conveyances or
transfers of the Property or of Owner's interest therein, and the term
"Owner" shall refer to the owner for the time being of any interest in the
Property.
11. Final Accounting. Upon the termination of this Agreement,
Manager shall render to Owner a final accounting (the "Final Accounting")
within thirty (30) days after the termination of this Agreement. The Final
Accounting shall cover the period from the date of this Agreement to the
termination date. All funds in the Property Account as of the effective date
of the Final Accounting shall be paid to Owner.
12. Notices. All notices, demands, requests, calls and other
communications required by or permitted under this
10
Agreement shall be in writing (whether or not a writing is expressly required
hereby), and shall be directed as follows:
OWNER: Four Tower Bridge Associates
c/o Oliver Xxxxxx Xxxxxx Corporation
One Tower Bridge
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxxx, XX 00000
With a copy to:
Brandywine XX XX, L.P.
c/o Brandywine Realty Trust
Newtown Corporate Campus
00 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
MANAGER: Xxxxxx Xxxxxx Xxxxxx Corporation
Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
ASSET
MANAGER: c/o Brandywine Realty Trust
Newtown Corporate Campus
00 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
Any notice, demand, request, call or other communication
required or permitted to be given or made under this Agreement will be deemed
given or made (i) when delivered by hand delivery at its address set forth
above, or (ii) three business days following its deposit in the U.S. Mail,
addressed to such address, postage prepaid, registered or certified, return
receipt requested (with a copy by regular U.S. mail, first class, postage
prepaid), or (iii) on the next business day following its deposit with
Federal Express or another nationally recognized express delivery service,
addressed to such address (with a copy by regular U.S. mail, first class,
postage prepaid). Any party hereto may specify a different address by
sending to the other parties hereto a notice as hereinabove provided of such
different address.
11
13. Assignment; Binding Effect. Neither Manager nor Asset Manager
shall have the right to assign or transfer this Agreement or any of its
rights or duties hereunder except with the prior written consent of Owner;
however, Owner consents that Manager may make such subcontracts as it deems
necessary or desirable for the performance of its duties and powers
hereunder; provided, however, that Manager may not engage any subcontractor
that is affiliated with Manager without the prior consent of Owner. Subject
to the foregoing, this Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
Notwithstanding the foregoing, Asset Manager may assign its interest in this
Agreement to an entity owned or controlled, directly or indirectly, by
Brandywine Realty Trust.
14. Headings. The headings used in this Agreement are for
convenience only and are not to be considered in connection with the
interpretation or construction of this Agreement.
15. Applicable Law. This Agreement and the rights and obligations
of the parties hereunder shall be governed by the laws of the Commonwealth of
Pennsylvania.
16. Indemnities; Waiver of Subrogation.
(a) Owner agrees to indemnify and hold Manager and Asset
Manager harmless from and against any and all damages, claims, actions,
obligations, and liabilities, and to reimburse Manager and Asset Manager for
such reasonable costs, expenses and fees incurred in defending or responding
to any such claim, action, obligation, damage or liability arising out of the
proper performance of its duties hereunder or in carrying out the directions
of Owner, and from liability from injury on or at the Property suffered by
any employee or other person whatsoever, provided, however, Owner shall not
indemnify Manager from or against its negligence or willful misconduct, nor
shall Owner indemnify Asset Manager from or against its negligence or willful
misconduct.
(b) Manager agrees to indemnify and hold Owner and Asset Manager
harmless from and against any and all damages or injuries to person or property,
or claims, actions, obligations, liabilities, and to reimburse Owner and Asset
12
Manager for such reasonable costs, expenses and fees incurred in defending or
responding to any such claim, action, obligation, damage or liability by
reason of Manager's negligence or willful misconduct or any conduct of
Manager outside the scope of its authority hereunder.
(c) Asset Manager agrees to indemnify and hold Owner and Manager
harmless from and against any and all damages or injuries to person or property,
or claims, actions, obligations, liabilities, and to reimburse Owner and Manager
for such reasonable costs, expenses and fees incurred in defending or responding
to any such claim, action, obligation, damage or liability by reason of Asset
Manager's negligence or willful misconduct or any conduct of Asset Manager
outside the scope of its authority hereunder.
(d) The parties hereto hereby waive any rights each may have
against the other on account of any loss or damage occasioned to either of
them, or any of their respective property, the Building or its contents
arising from any risks covered (or which is required to be covered under the
terms hereof) by so-called "all risk" or other fire and extended coverage
insurance, and to the extent of recovery under valid and collectible policies
of such insurance; provided, however, such waivers of subrogation shall only
be effective with respect to loss or damage occurring during such time as
such parties' insurance policies shall contain a clause or endorsement
providing in substance that the aforesaid waiver of subrogation shall not
prejudice the type and amount of coverage under such policies or of the named
insured to recover thereunder. If, at any time, any parties' insurance
carrier refuses to write insurance which contains a consent to the foregoing
waiver of subrogation, the insured thereunder shall notify the other party
thereof in writing, and upon the giving of such notice, the provisions of
this Section shall be null and void as to any casualty which occurs after
such notice. If any party's insurance carrier shall make a charge for the
incorporation of the aforesaid waiver of subrogation in its policies, then
the party requesting the waiver shall promptly pay such charge to the other
party, upon demand. In the event the party requesting the waiver fails to
pay such charge upon demand, that party shall be released of its obligation
to supply such waiver.
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(e) It is expressly agreed that the foregoing provisions of
this Section 16 shall survive the termination of this Agreement.
16. Consent of Owner. Where the consent, approval or other action
of "Owner" is required or taken under this Agreement, that consent or
approval shall require the consent of both the Administrative General Partner
and the Managing General Partner under Owner's partnership agreement unless
the Managing General Partner is permitted to take such action under such
Agreement without the consent of the Administrative General Partner, in which
latter event only the consent or approval of the Managing General Partner
shall be required.
17. Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the management of the Property
and all prior agreements, whether written or oral, are deemed to be merged
herein. This Agreement cannot be
14
amended or otherwise modified or discharged except by an instrument in
writing signed by the parties hereto.
IN WITNESS WHEREOF, intending to be legally bound, the parties
hereto have executed this Agreement as of the date set forth above.
OWNER:
FOUR TOWER BRIDGE ASSOCIATES
By: Four Xxxxxx Tower Associates, its
managing general partner
By: Four Xxxxxx Tower Corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx,
President
MANAGER:
XXXXXX XXXXXX XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
President
ASSET MANAGER:
BRANDYWINE REALTY SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Chairman of the Board
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