Common use of Property Management Generally Clause in Contracts

Property Management Generally. (a) Manager shall, at the expense of Owner (except as set forth herein), manage, operate and care for the Property in a first class manner, in accordance with the Budget (to the extent Owner provides the funds required therefor), and the Property’s condition and the terms of any Financing (provided Manager is notified in writing of the requirements of such Financing) and do all things necessary, desirable or appropriate therefor or customarily performed by managing agents of properties similar to the Property. Without limiting the generality of the foregoing, Manager shall: (i) implement the Budget; (ii) make and renew all Contracts for water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone, fuel, cleaning, garbage removal, pest control, security and other utilities and all other services necessary or appropriate for the management and operation of the Property in accordance with the Budget unless otherwise provided herein; (iii) purchase all supplies, inventories, provisions and equipment necessary or appropriate for the maintenance, management and operation of the Property in accordance with the Budget unless otherwise provided herein; (iv) monitor the real estate tax assessments of the Property and the reasonableness thereof in comparison with the assessments of similar properties; advise Owner of any material increase in real estate taxes; consult with, and make recommendations to, Owner concerning the real estate tax assessments of the Property and, at the expense of Owner, take such action (or assist Owner’s tax consultant in taking such action) with respect thereto as Owner may direct in writing; (v) provide regular, systematic inspections of the Property, consult with, and make recommendations to, Owner concerning the condition of the Property and the necessity for maintenance, repair, alteration or Restoration thereof; at the expense of Owner, provide through Manager’s (or its Affiliates’) employees or third party contractors all work, labor and services necessary or appropriate to maintain and repair the Property in a first class condition in accordance with the Budget and the requirements of any Financing, Contract, Lease, Legal Requirement or Insurance Requirement unless otherwise provided herein; promptly notify Owner upon learning that the condition of the Property fails to meet said first class standard of maintenance and repair or any standard of maintenance and repair required under any Financing, Contract, Lease, Legal Requirement or Insurance Requirement; take such action as Owner may direct in writing with respect to the maintenance, repair, alteration, addition or Restoration of or to the Property; make all Contracts for such maintenance, repair, alteration, addition or Restoration of or to the Property and monitor and enforce the performance of such Contracts; (vi) promptly, and in no event later than two (2) Business Days after the date on which Manager learns of any Casualty or Condemnation (or threatened Condemnation), provide Owner with notice in reasonable detail of such Casualty or Condemnation (or threatened Condemnation); and thereafter promptly investigate and consult with, and make recommendations to, Owner with respect thereto; make (subject to Owner’s approval) a complete and timely written report to the appropriate insurance company as to all accidents, claims for damage relating to the ownership, operation and maintenance of the Property, any damage or destruction to the Property and the estimated cost of repair thereof and prepare (for Owner’s approval) any and all reports required by any insurance company in connection therewith; and timely file all such reports with the insurance company as required under the terms of the applicable insurance policy and furnish a final copy of such report to Owner; (vii) take such actions, without regard to the funds available therefor, as Manager in good faith believes are necessary or appropriate in light of an emergency threatening imminent and immediate personal injury or imminent material physical damage. Manager shall, no later than twenty-four (24) hours after the time Manager learns of any such emergency, provide Owner with notice in reasonable detail of the emergency and the actions taken by Manager in connection therewith; (viii) perform (or arrange for the performance of) the other services required to be performed hereunder or under any Financing in accordance herewith and/or the Financing, as applicable; and (ix) promptly, and in no event later than two (2) Business Days after the date on which Manager receives any written offers for the purchase of all or any part of the Property, notify Owner and furnish Owner said written offer. (b) All Contracts and purchases made hereunder at the expense of Owner (whether or not specifically requiring the approval of Owner pursuant hereto) shall be made in the name of Owner and executed directly by Owner or, at Owner’s written authorization and direction, with Manager executing same solely as Owner’s agent, and Owner shall retain title to all property purchased hereunder at the expense of Owner. Manager shall use commercially reasonable efforts to ensure that all Contracts made hereunder contain a provision satisfactory to Owner limiting the liability of Owner thereunder to the Property. (c) All Contracts made with any Affiliate of Manager must be approved by Owner in writing and shall be at competitive market terms and rates and not more than would be charged by an independent third party. (d) Notwithstanding anything to the contrary contained herein, Manager shall not, and shall not have the authority to, make any Contract or purchase of the type described in this Section 3.1 (except as expressly provided in subsection 3.1(a)(vii) above, relating to emergency circumstances) unless such Contract or purchase is: (i) (A) contained within the then current Budget and, in the case of a Contract, is terminable without termination fee, premium or penalty by Owner upon not more than thirty (30) days notice or (B) does not provide or allow for aggregate consideration payable thereunder in excess of $10,000; or (ii) is pre-approved in writing by Owner. (e) In making any Contract or purchase hereunder, Manager shall use commercially reasonable efforts to obtain favorable discounts for Owner and all such discounts, rebates or commissions under any Contract or purchase order made hereunder shall inure to the benefit of Owner. As provided in the Budget, and at Owner’s expense, Manager shall make payments under any such Contract or purchase order at such date or otherwise in compliance with such Contract or purchase order to enable Owner to take advantage of any such discount.

Property Management Generally. (aA) Manager shall, at the expense of Owner (except as set forth herein)Owner, manage, operate and care for the Property in a first class mannermanner consistent with the standard of maintenance and repair of Comparable Properties, in accordance with the Budget (to the extent Owner provides the funds required therefor), and the Property’s condition approved Budgets and the terms of any Financing (provided Manager is notified Documents, to the extent that Owner has communicated such terms in writing of the requirements of such Financing) to Manager, and do all things necessary, desirable or appropriate therefor therefore or customarily performed by managing agents of properties similar to the PropertyComparable Properties. Without limiting the generality of the foregoing, Manager shall:shall (subject to any applicable law, covenant or restriction): (i) implement advertise the BudgetProperty, displaying signs thereon, and rent the Property including the authority to negotiate, execute, extend, and renew leases in the Owner's name; (ii) implement approved Budgets; (iii) make and renew all Contracts contracts (“Contracts”) for water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone, fuel, cleaning, garbage removal, pest control, security control and other utilities and all other services necessary or appropriate for the management and operation of the Property in accordance with the Budget Budgets unless otherwise provided herein; (iiiiv) purchase all supplies, inventories, provisions supplies and equipment necessary or appropriate for the maintenance, management and operation of the Property in accordance with the Budget Budgets unless otherwise provided herein; (ivv) if appropriate, or directed to do so by Owner, contract a qualified, local real estate property tax consultant of the Manager's choice to monitor the real estate tax assessments of the Property and the reasonableness thereof in comparison with the assessments of similar properties; advise Owner of any material increase in real estate taxesComparable Properties; consult with, and make recommendations to, Owner concerning the real estate tax assessments of the Property and, at the expense of Owner, authorize the designated real estate tax consultant to take such action (or assist Owner’s tax consultant in taking such action) with respect thereto as Owner may direct in writing; (v) provide regular, systematic inspections of the Property, consult with, and make recommendations to, Owner concerning the condition of the Property and the necessity for maintenance, repair, alteration or Restoration thereof; at the expense of Owner, provide through Manager’s (or its Affiliates’) employees or third party contractors all work, labor and services necessary or appropriate to maintain and repair the Property in a first class condition in accordance with the Budget and the requirements of any Financing, Contract, Lease, Legal Requirement or Insurance Requirement unless otherwise provided herein; promptly notify Owner upon learning that the condition of the Property fails to meet said first class standard of maintenance and repair or any standard of maintenance and repair required under any Financing, Contract, Lease, Legal Requirement or Insurance Requirement; take such action as Owner may direct in writing with respect to the maintenance, repair, alteration, addition or Restoration of or to the Property; make all Contracts for such maintenance, repair, alteration, addition or Restoration of or to the Property and monitor and enforce the performance of such Contractsdirect; (vi) promptlymake or cause to be made all ordinary and extraordinary repairs, decorations and in no event later than two (2) Business Days after alterations of the date on which Manager learns of any Casualty or Condemnation (or threatened Condemnation)Property at Owner's expense, provide Owner with notice in reasonable detail of such Casualty or Condemnation (or threatened Condemnation); and thereafter promptly investigate and consult with, and make recommendations to, Owner with respect thereto; make (subject to Owner’s approval) a complete and timely written report to the appropriate insurance company as to all accidents, claims for damage relating to the ownership, operation and maintenance limits of the Property, any damage or destruction to the Property and the estimated cost of repair thereof and prepare (for Owner’s approval) any and all reports required by any insurance company Budgets as set forth in connection therewith; and timely file all such reports with the insurance company as required under the terms of the applicable insurance policy and furnish a final copy of such report to Owner; (vii) take such actions, without regard to the funds available therefor, as Manager in good faith believes are necessary or appropriate in light of an emergency threatening imminent and immediate personal injury or imminent material physical damage. Manager shall, no later than twenty-four (24) hours after the time Manager learns of any such emergency, provide Owner with notice in reasonable detail of the emergency and the actions taken by Manager in connection therewith; (viii) perform (or arrange for the performance of) the other services required to be performed hereunder or under any Financing in accordance herewith and/or the Financing, as applicable; and (ix) promptly, and in no event later than two (2) Business Days after the date on which Manager receives any written offers for the purchase of all or any part of the Property, notify Owner and furnish Owner said written offerSection 2.6(F). (b) All Contracts and purchases made hereunder at the expense of Owner (whether or not specifically requiring the approval of Owner pursuant hereto) shall be made in the name of Owner and executed directly by Owner or, at Owner’s written authorization and direction, with Manager executing same solely as Owner’s agent, and Owner shall retain title to all property purchased hereunder at the expense of Owner. Manager shall use commercially reasonable efforts to ensure that all Contracts made hereunder contain a provision satisfactory to Owner limiting the liability of Owner thereunder to the Property. (c) All Contracts made with any Affiliate of Manager must be approved by Owner in writing and shall be at competitive market terms and rates and not more than would be charged by an independent third party. (d) Notwithstanding anything to the contrary contained herein, Manager shall not, and shall not have the authority to, make any Contract or purchase of the type described in this Section 3.1 (except as expressly provided in subsection 3.1(a)(vii) above, relating to emergency circumstances) unless such Contract or purchase is: (i) (A) contained within the then current Budget and, in the case of a Contract, is terminable without termination fee, premium or penalty by Owner upon not more than thirty (30) days notice or (B) does not provide or allow for aggregate consideration payable thereunder in excess of $10,000; or (ii) is pre-approved in writing by Owner. (e) In making any Contract or purchase hereunder, Manager shall use commercially reasonable efforts to obtain favorable discounts for Owner and all such discounts, rebates or commissions under any Contract or purchase order made hereunder shall inure to the benefit of Owner. As provided in the Budget, and at Owner’s expense, Manager shall make payments under any such Contract or purchase order at such date or otherwise in compliance with such Contract or purchase order to enable Owner to take advantage of any such discount.