1
EXTENDED
PARTNERSHIP ADMINISTRATION AGREEMENT
THIS AGREEMENT made and entered into effective as of the ___ day of
___________ 199_, by and between _____________, a(n) ________________ Limited
Partnership (hereinafter referred to as "Partnership"), and Cardinal Apartment
Management Group, Inc., an Ohio corporation (hereinafter referred to as "CAMG").
W I T N E S S E T H:
WHEREAS, employees of CAMG have had experience in the management of affairs
of investments and limited partnerships;
WHEREAS, the Partnership wishes to obtain the services of CAMG to perform
administrative functions to furnish information and deal with Limited Partners,
and CAMG wishes to perform such services for the Partnership;
WHEREAS, an affiliate of CAMG has performed the same administrative
services for the Partnership pursuant to a written agreement, prior to the date
of this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises, covenants, obligations and agreements hereinafter set forth, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be and being legally bound, do hereby agree as
follows:
1. EMPLOYMENT
The Partnership hereby employs CAMG exclusively to provide partnership
administrative services, furnish information, and deal with Limited Partners.
2. TERM
(A) The term of this Agreement shall be for a period of one (1) year
commencing January 1, 1995 unless earlier terminated as provided in this Section
2.
(B) At the expiration of the initial one year term, it is the express
intention of the parties hereto that this Agreement shall automatically renew
itself for successive one year terms unless terminated as herein provided.
(C) Either party may terminate this Agreement without liability therefor
upon thirty (30) days prior written notice to the other, effective upon the
expiration of the then current term.
(D) In the event that CAMG shall fail or refuse to perform any of its
material covenants, obligations or duties as provided in this Agreement in a
manner consistent with the standard of care customarily employed by the
exclusive administrator of a real estate limited partnership, Partnership shall
have the right at any time after written notice from Partnership and the failure
by CAMG to cure such failure or refusal within thirty (30) days after receipt of
such notice, to terminate this Agreement by written notice to CAMG.
3. DUTIES OF CAMG
CAMG accepts the employment and agrees:
2
(a) To perform partnership administration services, including but not
limited to the following: preparation and distribution of reports to Limited
Partners with respect to operations, finances, management and all other matters
affecting their interests; allocation and distribution of funds to Limited
Partners; supervision, review and distribution of Partnership tax returns and
income tax computations of deductions allocable to each Limited Partner;
supervision, review and filing of all real and personal ad valorem property tax
returns required to be filed by Partnership; and participation and supervision
of professionals involved in examination of Partnership filings.
(b) The above services shall be performed under the supervision of the
General Partner(s) of the Partnership.
(c) CAMG, at its expense, shall maintain or cause to be maintained true and
accurate original records reflecting the information provided to the Limited
Partners and any other reporting entity. CAMG shall maintain a copy or microfilm
copy of all such records at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or
such other principal office as CAMG determines is necessary.
(d) The Limited and General Partners, at their expense, shall have the
right at all reasonable times during normal business hours to audit, examine and
make copies of or extracts from the records and reports maintained by CAMG
pursuant to Section 3(C).
4. STANDARD OF CARE, LIABILITY
(A) In the performance of its duties and obligations under this Agreement,
CAMG shall diligently and in good faith seek to protect the property rights and
interests of the partners in the Partnership.
(B) CAMG shall not be liable for any error of judgment or for any mistake
of fact or law, or for anything it may do or refrain from doing hereafter,
except in cases of willful misconduct or gross negligence.
5. COMPENSATION
(A) As compensation for CAMG's services as the exclusive administrator of
the Partnership, the Partnership on or before the tenth day of each calendar
month during the Term of the Agreement, shall pay to CAMG one (1%) percent of
the sum of gross rentals and other income of any nature whatsoever collected by
or for the account of the Partnership during the immediately proceeding month
from the operation of the Partnership.
6. ASSIGNMENT
(A) CAMG shall have the right to assign its rights and delegate its duties
hereunder without Partnership's consent to another administrator of recognized
standing. CAMG shall give Partnership thirty (30) days written notice prior to
an assignment.
7. GENERAL PROVISIONS
(A) MODIFICATIONS, WAIVER. No change or modification of this Agreement
shall be valid or binding upon the parties hereto, nor shall any waiver of any
term or condition, unless such change, modification or waiver shall be in
writing and signed by the parties hereto.
(B) BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall inure to the benefit of and shall be binding upon the parties hereto,
their legal representatives, transferees, successors and
3
assigns.
(C) DUPLICATE ORIGINALS. For the convenience of the parties hereto, any
number of counterparts hereof may be executed and each such counterpart shall be
deemed to be an original instrument.
(D) CONSTRUCTION. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Ohio, exclusive of conflicts of laws
provisions thereof. The titles of the sections and sub-sections herein have been
inserted as a matter of convenience of reference only and shall not control or
affect the meaning or construction of any of the terms or provisions herein.
(E) ENTIRE AGREEMENT. This Agreement is intended by the parties hereto to
be the final expression of their agreement and is the complete and exclusive
statement of the terms thereof, notwithstanding any representation or statement
to the contrary heretofore made.
(F) NOTICES. All notices and other communications required under this
Agreement shall be in writing and shall be (i) transmitted by facsimile, (ii)
sent by Federal Express or other overnight delivery service, or (iii) sent by
registered or certified U.S. Mail, return receipt required, addressed in either
case as follows:
If intended for CAMG, to:
Cardinal Apartment Management Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
ATTN: President
With a copy to:
General Counsel
Cardinal Apartment Management Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
If intended for Partnership, to:
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
or at such other address or to the attention of such other person, as CAMG or
Partnership shall request by written notice given as herein provided. Any
written notice or other communication given as herein provided shall be deemed
to have been sufficiently given and received for all purposes hereunder on the
date said return receipts are signed, provided that if either party refuses to
sign and return receipt on the first delivery or after proper notice by the
United States Post Office, then the date three (3) days following the date on
which the same is deposited, postage prepaid, in the United States general or
branch post office or mailbox.
4
IN WITNESS WHEREOF, the parties have affixed their hands and seals on
the date first above written.
_________________________________________
a(n) __________________ limited partnership
By:
Vice President of its General
Partner
Cardinal Apartment Management
Group, Inc.
By:______________________________
Its:_____________________________
