ADMINISTRATIVE SERVICES AGREEMENT
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THIS AGREEMENT dated as of this 1st day of March 2005, is made by and
between CM PLUS Corporation, a Delaware corporation ( PLUS") and Milestone
Properties, Inc., a Delaware corporation ("Milestone").
W I T NE S S E T H:
WHEREAS, CM PLUS is the General Partner of Concord Milestone Plus,
L.P., a Delaware Limited Partnership (the "Partnership"); and
WHEREAS, the Partnership's operating agreement (the "Partnership
Agreement") provides that CM Plus, as General Partner, shall manage, direct and
operate the Partnership for itself and for the benefit of all limited partners;
and
WHEREAS, Section 8.6 of the Partnership Agreement permits CM PLUS to
delegate all or any of its powers, rights and obligations; and
WHEREAS, in connection with the administration and operation of the
Partnership, pursuant to Section 8.4(c) of the Partnership Agreement, CM Plus
desires that Milestone provide certain financial and administrative services in
relation to its business Operations and that of the Partnership, and Milestone
is willing to provide such services on the terms hereof; and
WHEREAS, Milestone is an affiliate of CM PLUS, as such term is defined
in the Partnership Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereto agree as follows:
ARTICLE I
SCOPE OF SERVICES
Milestone hereby agrees to undertake the following services on behalf
of and as agent for CM Plus:
SECTION 1.01 ADMINISTRATIVE/FINANCIAL SERVICES.
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Milestone shall provide CM Plus with record management, xxxxxxxx, financial
services, related storage services, data processing services, and checking and
banking services. Such services shall include all federal and state regulatory
filings, including, but not limited to all filings necessary, required,
authorized or promulgated by the Securities Exchange Commission, the
Xxxxxxxx-Xxxxx Act of 2002, and applicable federal and State Blue Sky Laws. Such
services may include the provision of appropriate hardware and software, in-
house printing, backup and support and general advice and assistance in matters
of Partnership personnel, insurance, accounting and taxation, all as may be
required for the day to day operations of CM Plus and Concord Milestone Plus LP.
Milestone shall not render any insurance brokerage services to the Partnership
except as otherwise provided by the Partnership Agreement.
SECTION 2.05 - NOTICES
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All notices required or permitted hereunder shall be in writing and shall be
given when personally delivered or sent by registered or certified mail, postage
prepaid, or by telegram, cable, telex or facsimile. Such notices shall be
addressed respectively:
(a) if to CM Plus, to: Attention: Xxxxxxx Xxxxx
000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
(b) if to Milestone, to: Attention: Xxxxxx Xxxx
Milestone Properties, Inc.
000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
or to any other address or to the attention of such other person which
such party may have subsequently communicated to the other parties in writing.
SECTION 2.06 - AMENDMENT, ETC.
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All prior or contemporaneous agreements, contracts, promises, representations
and statements, if any, among the parties hereto, or their representatives, as
to the subject matter hereof are merged into this Agreement. This Agreement
constitutes the entire understanding among the parties and no waiver or
modification of the terms hereof shall be valid unless in writing signed by the
party of be charged and only to the extent therein set forth.
SECTION 2.07 - GOVERNING LAW.
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This Agreement shall be governed by, and construed in accordance with, the laws
of the state of Florida.
SECTION 2.08 - ASSIGNMENT.
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This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided that, no
assignment shall relieve the assigning party of liability for performance of its
obligations hereunder.
SECTION 2.09 - SEPARABILITY.
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In case any one or more of the provisions contained in this Agreement shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provisions which shall be a reasonable substitute for such invalid
and unenforceable provision in light of the tenor of this Agreement and, upon so
agreeing, shall incorporate such substitute provision in this Agreement.
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SECTION 1.07 - BENEFICIAL INTEREST
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All services provided hereunder are undertaken on behalf of, and inure to the
benefit of, the Partnership, and any fees or compensation paid hereunder by CM
Plus are being paid on behalf of, and for the benefit of, the Partnership.
SECTION 1.08 - EXCULPATION AND INDEMNIFICATION
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In no event shall Milestone have any liability to CM Plus and/or the Partnership
for any loss, damage, liability, claim) cost or expense of any kind, by reason
of or arising out of or in connection with any act or omission taken or failed
to be taken by Milestone in furnishing the services to be provided pursuant to
this Article I, other than any such liability by reason of, arising out of, or
in connection with, Milestone's gross negligence, willful misconduct or breach
of this Agreement. As an affiliate of CM Plus, Milestone shall be indemnified
and held harmless in accordance with and pursuant to paragraph 8.9 of the
Partnership Agreement.
ARTICLE II
MISCELLANEOUS
SECTION 2.01 - TERM.
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The Term of this Agreement shall commence on the date hereof and shall terminate
upon sixty (60) days prior written notice by either party hereto.
SECTION 2.02 - COMPENSATION.
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Milestone shall be compensated $6,850.00 monthly for its services rendered
hereunder, payable on the first day of each month. Such compensation will be
adjusted from time to time based upon the scope of services provided or to be
provided.
SECTION 2.03 - MILESTONE THE AGENT OF CM PLUS.
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Milestone shall perform all its obligations hereunder on behalf of CM Plus and
shall act solely as the agent of CM Plus. All debt and liabilities to third
parties incurred by Milestone in the course of rendering management services in
compliance with the terms of this Agreement shall be the debts and liabilities
of CM Plus and the Partnership and Milestone shall not be primarily liable for
any such obligations by reason of its rendering such services. CM Plus, for
itself and on behalf of the Partnership, hereby agrees to indemnify and hold
Milestone harmless from any such liabilities.
SECTION 2.04 - CONFIDENTIALITY.
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Any confidential or proprietary information obtained by any party hereto from
another party in connection with the furnishing of services or facilities
pursuant to this Agreement shall be treated as confidential.
SECTION 1.02 - BUSINESS OFFICE.
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The Milestone business office is located at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000,
Xxxxxx Xxxxx, Xxxxxxx 00000 (the "Business Office"). Milestone and CM Plus agree
that:
Milestone shall provide all corporate and administrative services on behalf of
CM Plus, at the Business Office, and in respect to the Partnership's business
operations.
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SECTION 1.03 - BILLING. COLLECTION AND PROPERTY MANAGEMENT SERVICES.
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CM Plus and Milestone hereby acknowledge that the Partnership and Milestone
Property Management Inc., formerly known as Concords Assets Group, previously
entered into a separate Property Management Agreement for property management,
including tenant billing and collection services.
SECTION 1.04 - ACCOUNTING/TAX SERVICES.
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Milestone shall undertake on behalf of, and as agent for, CM Plus and the
Partnership, all accounting and tax services in accordance with Article VII of
the Partnership Agreement for purposes of audits, financial statements, accounts
receivables, financial reports, income statements and tax returns. As may be
required or necessitated by law or pursuant to such agreements as entered into
by CM Plus, Milestone agrees to provide CM Plus and/or the Partnership with the
appropriate personnel from either the staffs of Milestone and its affiliates or
from third party accounting firms retained on behalf of CM Plus and/or the
Partnership. Such outside accounting firms shall be retained with the approval
of and at the expense of CM Plus and/or the Partnership.
SECTION 1.05 - LEGAL SERVICES.
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Milestone hereby agrees to undertake on behalf of, and as agent for, CM Plus and
the Partnership, the retention of appropriate legal counsel as and when
requested, for representation on all legal matters including, but not limited to
lawsuits, administrative hearings, mediations, administrative or judicial
enforcement proceedings, oversight of outside counsel for litigation purposes,
and the retention of legal counsel specifically for the purpose of pursuing,
defending or settling governmental claims, procedures, administrative hearings
or litigation. All outside legal counsel shall be retained with the approval of
CM Plus and at the sole expense of CM Plus and/or the Partnership.
SECTION 1.06 - ASSET MANAGEMENT SERVICES.
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Milestone hereby agrees to undertake on behalf of, and as agent for CM Plus and
the Partnership, asset management services in regards to the Partnership's
properties. Milestone shall not receive any commission or fee in connection with
the sale of any Partnership asset or property, except as otherwise provided by
the Partnership Agreement.
SECTION 2.10 - COUNTERPARTS.
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This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which taken together shall constitute a single
agreement.
SECTION 2.11 - CAPTIONS.
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The captions appearing in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit, or describe the scope
and intent of this Agreement or any of the provisions thereof.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.
CM Plus, Inc.
a Delaware corporation
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Chief Financial Officer
Milestone Properties, Inc.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Vice President