Common use of Property Management Generally Clause in Contracts

Property Management Generally. (A) Manager shall, at the expense of Owner, use its diligent and commercially reasonable, good faith efforts to manage, operate and care for the Property in a first class manner, consistent with the Budget, and the Property's condition and the terms of any Financing. Specifically, Manager will perform its duties in a diligent, careful and professional manner to maximize all potential revenues to Owner and to minimize expenses and losses to Owner, including using commercially reasonable efforts to keep all spaces in the property rented by marketing the Property and procuring tenants therefor subject to the terms and conditions of this Agreement. The services of Manager are to be of a scope and quality at least equal to those generally performed by first class, professional managers of properties similar in type and quality to the Property and located in similar areas. Manager will make available to Owner the full benefit of the judgment, experience and advice of the members of Manager's organization. Manager will at all times act in good faith, in a commercially reasonable manner and in a fiduciary capacity with respect to the proper protection of and accounting for Owner's assets. (B) All Contracts and purchases made hereunder at the expense of Owner shall be made either in the name of Owner and executed directly by Owner or, at Owner's request, 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 its diligent and 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) Manager shall have the right to enter into Contracts on behalf of Owner and without Owner's prior consent so long as such Contracts are terminable without penalty upon not more than thirty (30) days notice and the financial terms are consistent with the Budget. Manager shall contract for water, gas, electricity, telephone, fuel vermin extermination, and other services and commodities for the Property as a Reimbursable Expense as contemplated by the Budget. (D) Manager may elect to have the maintenance, repair, cleaning, landscaping and other services with respect to the Property performed by employees of Manager and the reasonable, actual costs of performing such services shall be at the expense of Owner; provided, that such costs are incurred pursuant to an approved in advance Budget or otherwise approved by Owner. (E) Notwithstanding anything to the contrary in this Agreement, Manager shall not be required to advance any of its own funds for the payment of any costs and expenses incurred by or on behalf of Owner (in accordance with this Agreement) in connection with the Property, but if Manager advances its own funds in payment of any such costs and expenses, Owner shall promptly reimburse Manager therefor to the extent that such payment(s) were consistent with this Agreement and not contrary to any prior written consent of Owner. Manager shall not be responsible for any inability of Manager to carry out its obligations under this Agreement to the extent said inability arises from the failure of Owner to make available sufficient funds to pay amounts relating to the management and operation of the Property which are the responsibility of Owner to pay hereunder. (F) Manager will promptly notify Owner of any of the following in any way relating to the Property: notice of any claim of violation of any governmental or legal requirement, any notice of any claim of liability, any summons or other legal process including but not limited to mechanic's liens, any damage, any default or alleged default by landlord or tenant under any lease, notice of any environmental condition observed on the Property, and any other material information. Manager will fully cooperate with Owner in all legal and arbitration proceedings relating to the Property. (G) Manager shall select with reasonable care, hire, pay, supervise and discharge (when necessary) as a Reimbursable Expense all persons required to enable Manager to carry on its duties hereunder or to furnish the services to be rendered tenants by the terms of their leases subject to the terms and conditions of the Agreement (including the Budget), such persons being employees of Manager, and who shall be under Manager's sole control. (H) Manager shall cause the Property to be maintained in good, proper and sightly condition as a Reimbursable Expense, including interior and exterior cleaning, and causing repairs, alterations, decorations and replacement of damaged, worn or inoperative equipment and fixtures to be made subject to the terms and conditions of the Agreement and the Budget. (I) Manager shall use its commercially reasonable efforts to cause the tenants to comply with all provisions of their leases, serving notices upon tenants when they fail to do so to any extent which is material, in the opinion of Manager or Owner, and, instituting proceedings to compel such compliance where deemed appropriate by Manager or Owner as a Reimbursable Expense. (J) Manager shall operate and maintain all facilities and equipment on the Property for the furnishing and rendering of the services to the tenants by good management standards, including any facilities or equipment for the supplying of water, heat, light, cleaning and trash collection, and establish a preventive maintenance program for any mechanical and electrical equipment on or serving the Property as a Reimbursable Expenses. (K) Manager shall provide and furnish to tenants all services which may be required by tenant leases as a Reimbursable Expense. (L) Manager shall provide advertising and promotion for the Property as a Reimbursable Expense. (M) So long as the cost thereof is approved by Owner as part of the Budget, Manager shall provide a courtesy officer with a unit at the Property. In the event that Owner requires or requests additional security measures for the Property, Manager shall implement those measures as and when requested as a Reimbursable Expense, subject to the terms of this Agreement (N) Manager shall retain with Owner's consent or as otherwise set forth in the Budget, such contractors, agents, accountants and attorneys as needed for the Property. (O) Manager shall supervise compliance in the operation of the Property with all applicable fire, safety, zoning and other applicable regulations and laws subject to the terms and conditions of this Agreement (including, the Budget). (P) Manager shall ensure that all activities in connection with its performance of this Agreement are in accordance with Tennessee and all applicable federal laws. Manager shall promptly notify Owner of any notices of any violations issued by any governmental agency or authority and of requirements of the Board of Fire Underwriters or other similar body. (Q) Manager shall cooperate in providing documents reasonably requested by any constituent party during any Capital Event transaction. (R) Manager shall solicit bids from at least three (3) contractors, suppliers or materialmen, or any combination thereof (whichever shall be appropriate) for any contract for labor and/or material relating to the Property (i) upon request of Owner or (ii) which has an aggregate cost to Owner of more than Twenty Five Thousand and No/100 Dollars ($25,000.00). (S) Manager shall consult with Owner from time to time with respect to the operation and maintenance of the Property. All of the foregoing shall be undertaken on behalf of, and in the name of Owner, who shall be responsible to third parties for all services, materials, utilities, supplies and agreements purchased or entered into by Manager in accordance with this Agreement; Manager shall be compensated for the foregoing by means of the Management Fee provided in Section 4 of this Agreement. In addition to the foregoing, Manager within 45 days after the date hereof shall prepare and submit to Owner a plan (the “Marketing Plan”) containing an analysis of the existing market for leasing the Property and Manager's advice and recommendations to accomplish lease- up of the Property.