Building Management Agreement (Exclusive)

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Building Management Agreement between an owner and an agent who will act as the exclusive manager of a building. It specifies the exact duties the agent will undertake and how much the agent will be paid.

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This Exclusive Building Management Agreement sets out the arrangement between a building owner and an agent who will manage it. This agreement spells out the duties the agent will undertake (such as collection of rents and repairs or alterations) and to make contracts for utilities and other related services (such as pest control and janitorial services). It also sets forth agent's duties in regard to accounting and collections, the compensation the agent will be paid and that agent is considered an independent contractor.

This Exclusive Building Management Agreement includes the following:
  • Parties: Sets out the name and addresses of the building owner and the agent who will provide management services;
  • Scope/Term: Owner confers upon agent the exclusive right to manage the building for a specific term which either party has the right to terminate upon giving written notice;
  • Management Duties: Agent will collect rents and other building income and has the right to request, demand or collect such proceeds, make any necessary repairs, purchase supplies, contract with utility providers and others to furnish services and to hire any employees or independent contractors necessary to operate and maintain the premises;
  • Management Fees/Expenses/Reimbursements: Sets forth the amount of annual fee paid to the agent, which will be paid in equal monthly installments and services and materials for which the agent will be reimbursed;
  • Indemnification/Insurance: Owner will hold agent and its employees harmless from injuries and damages to persons or property and to defend these individuals against any claims at its own expense. Owner also agrees to carry all necessary insurance including workers compensation, liability and payroll holdup insurance;
  • Signatures: This agreement must be signed by both owner and agent.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Exclusive Building Management Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Exclusive Building Management Agreement

 

 
AGREEMENT (hereinafter called ``this Agreement'') made this ___ day of _____________, 20____  between  ___________________ (hereinafter called ``the Owner''), having an office at __________________________ and __________________________ (hereinafter called ``the Agent''), a [State] corporation with principal offices at _________________________________.
 
W I T N E S S E T H:
WHEREAS the Owner desires to employ the Agent, subject to the provisions of this Agreement, as its sole and exclusive agent for the purpose of managing the building owned by the Owner and located at ___________________________ (hereinafter called the ``Building''), and the Agent desires to accept such employment.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this agreement, the parties agree as follows:
 
ARTICLE I-EXCLUSIVE MANAGEMENT
 
SECTION A-Scope and Term
1. The Owner appoints the Agent as the sole and exclusive management agent of the Building. The Owner confers upon the Agent the exclusive right to manage the Building.
2. The term of this exclusive right to manage the Building shall commence on ______________, 20____, and shall continue through and including ______________, 20___.  Notwithstanding the foregoing, the Owner or Agent shall have the right to terminate this Agreement on _____ days' notice given at any time from and after the ________ anniversary of the commencement date.
 
SECTION B-Management Duties
1. The Agent shall use its best efforts to manage the Building in a proper and careful manner, and shall exercise due diligence in collecting the rents and other income from the Building.
2. The Agent is authorized in the name of and for the account of the Owner to collect all rents and other income from the Building (hereinafter collectively called ``Proceeds''). The Owner authorizes the Agent to request, demand, collect, receive and receipt all Proceeds and to take all such steps as the Agent deems proper or expedient in order to collect the Proceeds; provided, however, that the Agent shall not institute any legal proceedings, either in its own name or in the name of the Owner, for the collection of Proceeds and/or for the dispossession of tenants or any other persons in the Building, without the prior approval of the Owner. If such legal proceedings are instituted by the Agent, the Agent shall only use counsel selected and/or approved by the Owner. The Owner shall bear the expense of such proceedings.
3. The Agent is authorized, in the name of the Owner, to (i) make, or cause to be made, such minor repairs and/or alterations to the Building as, in the Agent's opinion, are advisable or necessary; (ii) purchase such supplies as, in the Agent's opinion, are advisable or necessary; and (iii) make such service contracts as the Agent deems desirable or necessary. Such minor repairs and alterations shall not include structural changes to the Building or the moving or alteration of weight-bearing walls and columns. The expense to be incurred for any one item of alteration, repair or service contracts shall not exceed $____________, without the prior written consent of the Owner, except where immediately required by law or under circumstances which the Agent reasonably deems to be an emergency. If the Agent is called upon to perform any service not specified by this Agreement, the Agent shall receive an additional fee therefor in an amount to be agreed upon between the parties, but in each instance where the Agent is to receive an additional fee, it shall give the Owner prior written notice thereof.
4. The Agent is authorized, subject to the Owner's written approval in each instance, in the name of and at the Owner's expense, to make contracts for electricity, gas, telephone, vermin extermination and other similar services or such of them as the Agent deems advisable. The Agent shall furnish the Owner with one copy of each such contract as soon as is practicable after execution.
5. The Agent agrees that all employees and/or independent contractors necessary for the operation and maintenance of the Building, or otherwise hired or used by the Agent to fulfill its obligations under this Agreement, shall be hired and discharged by the Agent, and the Agent shall use care in the hiring of such employees and/or independent contractors. The Agent shall supervise all such employees and/or agents. The Agent shall use its best efforts to comply with all federal, state and local laws respecting the employment of persons. All such employees and/or independent contractors shall be solely employed by the Owner. The Agent shall not be liable to employees for their wages or compensation, nor to the Owner or others for any act or omission to act on the part of the employees. All wages, salaries and other compensation paid to such employees, including all items payable in respect to the payroll, such as, but not limited to, unemployment insurance, social security, workers' compensation, disability benefits, employees' liability, medical and surgical plans now in existence or hereafter imposed or included in union agreements which the Agent may enter into, shall be considered as operating expenses of the Building, for which the Owner shall be solely liable. The Agent shall obtain the payroll type insurance policies and shall be reimbursed by the Owner therefor.
6. The Agent shall render to the Owner a monthly statement of ``Billings and Collections,'' ``Cash Disbursements'' and ``Income and Expense'' for the immediately preceding month, remitting the balance of excess receipts over disbursements to the Owner or to the Owner's bank account, as the Owner directs, less the Agent's compensation as provided in this agreement. The disbursements shall include an itemized list of all salaries, expenses and charges paid by the Agent on behalf of the Owner and all compensation of the Agent on the basis provided in this Agreement and shall include the wages and other compensation of the Building employees, including, but not limited to, expenses of Workers' Compensation Insurance, [State] State Disability Benefits Insurance, Federal and [State] State Unemployment Insurance, Social Security, and any other insurance now or hereafter required by law, regulations or governmental authority, taxes payable in connection with the wages or employment of the Building employees, and union dues, pension, welfare, hospitalization, life insurance, vacation, severance or other payments required under any union contract now or hereafter affecting any or all of the employees. In the event that at any time there are insufficient funds in the custody of the Agent from the current collections to pay such expenses, the Owner agrees to supply the Agent immediately with the funds required to make such payments.
7. All proceeds, other than security deposits, collected or received by the Agent for or on behalf of the Owner, shall be and remain the property of Owner and shall be deposited by the Agent in a bank designated by the Owner, in a special account entitled: ``__________________''.
The Agent also shall establish such other special bank accounts as the Owner requires. All proceeds collected by the Agent shall be deposited promptly by the Agent in such special bank accounts and, until used or applied as herein provided, shall be held in trust for the Owner and shall not be commingled with the funds of the Agent or of any other person, firm or corporation. Checks may be drawn on such account only for the purposes authorized under this Agreement, and under no circumstances shall checks be drawn to the order or benefit of the Agent, except for the payments due the Agent pursuant to the provisions of this Agreement. If officers of the Owner are designated signatories on any of these accounts and withdraw any of the funds, the Agent shall have no liability therefor and the Owner agrees promptly to reimburse the accounts or the Agent, at the Agent's request, for all payments made pursuant to this Agreement to the extent of such withdrawals.
8. The Agent shall not pay any interest or amortization on mortgages, ground rent nor any taxes or tax equivalency payments, assessments, or premiums on insurance with respect to the Building, unless the Owner, in writing, expressly requests the Agent to do so; provided, however, that the Agent shall, as soon as is practicable, send to the Owner all bills or notices it receives in respect of any such mortgages, ground rent, taxes or tax equivalency payments, assessments, or premiums on insurance.
9. The Agent's employees who are authorized to sign and deal with checks or other documents pertaining to the special bank accounts or are otherwise responsible for Owner's monies, shall be insured, at the Agent's expense, by a comprehensive crime policy in an amount not less than $............. In the event such policy is cancelled, these employees shall be insured by a similar policy to be issued by a surety company satisfactory to the Owner, provided such policy is obtainable at similar rates.
10. All records and books of account and cancelled checks maintained by the Agent for and on behalf of the Owner with respect to the Building at all times shall be considered the Owner's property. At any time during normal business hours, with prior notice to the Agent, the Owner or its agents or representatives, shall have the right to examine and audit the books and records pertaining to the Building and to make copies thereof or to take excerpts therefrom.
11. The Agent shall notify the Owner promptly when the Agent is notified of any violation of law, rule, or order of any Federal, State or Municipal authority affecting the Building.
12. The Owner agrees, at its sole cost and expense, to allow the Agent to affix the Agent's signs at all entrances to the Building and in each of the elevator cabs. Such signs shall be removed and returned to the Agent at the Owner's expense upon the expiration of this Agreement.
13. Subject to the terms and conditions of this Agreement, the Agent shall take such action as from time to time the Agent deems advisable for the efficient and economic management and operation of the Building.
 
SECTION C-Agent's Duties on Expiration or Termination
Upon the expiration or termination of this Agreement, the Agent shall:
1. Render a full accounting to the Owner and shall cause all Proceeds held by the Agent relating to the Building to be delivered promptly to the Owner, and the Agent shall deliver to the Owner all books, records and documents in the Agent's possession relating to the Building, including, without limitation, all accounting data and records, rent rolls, payroll records, employment records, cancelled checks, originals and copies of all leases, service contracts and agreements, and all technical data with respect to the operation and maintenance of the various systems included in the Building. The Agent may make copies of such records as the Agent deems necessary.
2. Notify tenants of the Building of the expiration or termination of this Agreement by written notice given by hand delivery, certified mail or registered mail, and shall use its best efforts to cooperate with the Owner in accomplishing an orderly transfer of the operation and management of the Building to the Owner or the party designated by the Owner.
 
SECTION D-Management Fees, Expenses and Reimbursements
1. In consideration of the services to be rendered by the Agent, the Owner shall pay to the Agent an annual fee of $________ in _____ equal monthly installments of $___________each, payable in advance on the first business day of each month, beginning with the commencement date of this Agreement. In the event that the Owner requests additional services of the Agent, such services shall be charged at the rate of ............ times the hourly rate of pay, including fringe benefits, paid to the Agent's employees who performed the requested service, plus related out-of-pocket expenses.
2. The Owner shall reimburse the Agent for:
(a) All wages and related costs if paid by the Agent to its employees and/or independent contractors for work done in, on, or about the Building pursuant to Article I of this Agreement;
(b) All reasonable fees and other payments actually paid by the Agent to any third party who actually performs services required to be performed by the Agent pursuant to this Article I;
(c) All other expenses which the Agent is authorized to make pursuant to any provision of this Article I; provided, however, that nothing in this Article I shall be construed to require the Agent to advance monies in order to make any such payment.
3. In the event the Owner requests the Agent to provide construction management services to the Owner with respect to the Owner's general contractors, construction managers, architects and other professionals, the Owner will pay to the Agent the following fees for each contract for each of the above-stated professionals:
________ % of each contract for such services up to the first $___________;
Plus ____ % of each contract for such services for amounts in excess of $__________up to $__________;
Plus ____% of each contract for such services in amounts in excess of $__________.
The Agent's right to the above fees will commence upon the signing of this Agreement and shall be paid simultaneously with payments to the contractors.
4. The Agent shall have no responsibility for the performance of major construction or alterations or tenant alterations, which shall be the sole responsibility of the Owner. The Owner will be responsible for all filings of applications, permits, and other similar documentation with any authorities having jurisdiction over work in connection with the performance of major construction or alterations or tenant alterations to be done in the Building.
 
ARTICLE II-INDEMNIFICATION AND INSURANCE
 
SECTION A-Indemnification
1. The provisions of this Article II apply to all of the provisions of this Agreement.
2. The Owner agrees:
(a) To hold and save the Agent and its officers and employees free and harmless from damage or injuries to persons or property by reason of any cause whatsoever, (except the Agent's or the Agent's officers and employees' gross negligence) either in or about the Building or elsewhere, when the Agent, its officers or employees are carrying out the provisions of any Article or Section of this Agreement or acting under the express or implied directions of the Owner;
(b) To reimburse the Agent upon demand for any moneys which the latter is required to pay out for any reason under this Agreement or in connection with, or as an expense in defense of, any claim, civil action, proceedings, charge or prosecution made, instituted or maintained against the Agent, or the Owner and the Agent (or Agent's officers or employees) jointly and severally affecting or due to the condition or use of the Building, or acts or omissions of the Agent or officers or employees of the Agent, due to the Agent's negligence, or arising out of or based upon any law, regulation, ordinance, requirement, contract or award relating to the Building, or to the hours of employment, work conditions, wages and/or compensation of employees or former employees who perform any services in or about the Building or otherwise;
(c) To defend promptly and diligently at the Owner's sole expense any claim, action or proceeding brought against the Agent, its officers or employees, or the Agent and the Owner, jointly or severally, arising out of or connected with any of the services to be rendered under this Agreement or in connection with the operation and maintenance of the Building, and to hold harmless and fully indemnify the Agent and its officers and employees from any fees, disbursements, judgments, losses or settlement on account thereof;
(d) That it is expressly understood that each of the foregoing provisions of this Paragraph 2 of Article II shall survive the termination of this Agreement, but this provision shall not be construed to mean that the Owner's liability does not survive as to other provisions of this Agreement;
 
SECTION B-Insurance
1. The Owner, at its expense:
(a) shall carry worker's compensation insurance, elevator liability insurance, steam boiler insurance, employees' liability insurance, payroll holdup insurance, and such other insurance as may be necessary to protect the interest of the Owner and the Agent jointly. The Owner shall furnish the Agent with a certificate evidencing such insurance. The certificate shall provide that the policy cannot be cancelled for nonpayment of premiums, or otherwise changed, without ____ days' prior notice to the Agent in writing of such proposed cancellation or change;
(b) shall carry comprehensive general liability insurance insuring against claims for bodily injury or death and property damage to the single limit of not less than $__________ in respect of any one accident or occurrence and an aggregate of $__________;
(c) shall keep the insurable portions of the Building insured against loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles or smoke under a policy in an amount not less than __________ (____%) percent of the full replacement cost of the insurable portions of the Premises (exclusive of foundations and footing below grade), less a reasonable allowance for physical depreciation.
2. All policies of insurance referred to in the sub-paragraphs of this Article II shall name the Agent as an additional insured. The Agent's name and address shall appear on the cover page of all insurance policies along with the Owner's name. Notwithstanding any other provision of this Agreement, the Owner releases and holds harmless the Agent from any liability or obligation for damage or destruction caused to the Building or contents by fire or other perils whether or not such damage or destruction is due to the Agent's acts or failure to act.
 
ARTICLE III-MISCELLANEOUS
 
SECTION A-NOTICES
All notices under this Agreement by either party shall be in writing and sent by registered or certified mail, return receipt requested, to the other (and the date of any notice by registered or certified mail shall be deemed the date of the registration or certification thereof) addressed to the parties as follows:
TO OWNER:   ___________________
       _______________________________
Attention: _______________________
TO AGENT:  ____________________
       _______________________________
Attention: _______________________
Either party may designate by certified mail, return receipt requested, a different address for the service of notices pursuant to the Agreement.
 
SECTION B-BANKRUPTCY
In the event a petition in bankruptcy is filed by or against the Owner or the Agent, or in the event that either shall make an assignment for the benefit of creditors or take advantage of any insolvency act, either party may terminate this Agreement upon ............ days' notice in writing.
 
SECTION C-OWNER'S WARRANTY
The Owner warrants and represents to the Agent that it is the fee owner of the Building and the ``Landlord'' under all leases for space in the Building.
 
 
 
SECTION D-COMPLETE AGREEMENT
This Agreement represents the full and complete agreement between the Owner and the Agent with respect to the subject matter hereof and may not be modified or amended except by a written instrument executed by the parties to this Agreement.
 
SECTION E-DEFINITIONS AND MISCELLANEOUS
The obligation of the Owner to pay to the Agent any commission due or to become due to the Agent shall survive the expiration or termination of this Agreement.
Reference to ``cancellation of a lease'' includes any termination of the term of the lease prior to its stated expiration date.
The term ``tenant'' shall mean the tenant named in any lease document or any successor to the tenant's interest or any subtenant or assignee of tenant.
The Article headings are inserted only as a matter of convenience or reference and are not to be given any effect whatsoever in construing this Agreement. All words used in the singular shall include the plural wherever the context shall require.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns.
IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the day and the year first above written.
OWNER                  AGENT
 
___________________________________      ____________________________________
 
 
 
 
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43654
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Exclusive Building Management Agreement

 

 
AGREEMENT (hereinafter called ``this Agreement'') made this ___ day of _____________, 20____  between  ___________________ (hereinafter called ``the Owner''), having an office at __________________________ and __________________________ (hereinafter called ``the Agent''), a [State] corporation with principal offices at _________________________________.
 
W I T N E S S E T H:
WHEREAS the Owner desires to employ the Agent, subject to the provisions of this Agreement, as its sole and exclusive agent for the purpose of managing the building owned by the Owner and located at ___________________________ (hereinafter called the ``Building''), and the Agent desires to accept such employment.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this agreement, the parties agree as follows:
 
ARTICLE I-EXCLUSIVE MANAGEMENT
 
SECTION A-Scope and Term
1. The Owner appoints the Agent as the sole and exclusive management agent of the Building. The Owner confers upon the Agent the exclusive right to manage the Building.
2. The term of this exclusive right to manage the Building shall commence on ______________, 20____, and shall continue through and including ______________, 20___.  Notwithstanding the foregoing, the Owner or Agent shall have the right to terminate this Agreement on _____ days' notice given at any time from and after the ________ anniversary of the commencement date.
 
SECTION B-Management Duties
1. The Agent shall use its best efforts to manage the Building in a proper and careful manner, and shall exercise due diligence in collecting the rents and other income from the Building.
2. The Agent is authorized in the name of and for the account of the Owner to collect all rents and other income from the Building (hereinafter collectively called ``Proceeds''). The Owner authorizes the Agent to request, demand, collect, receive and receipt all Proceeds and to take all such steps as the Agent deems proper or expedient in order to collect the Proceeds; provided, however, that the Agent shall not institute any legal proceedings, either in its own name or in the name of the Owner, for the collection of Proceeds and/or for the dispossession of tenants or any other persons in the Building, without the prior approval of the Owner. If such legal proceedings are instituted by the Agent, the Agent shall only use counsel selected and/or approved by the Owner. The Owner shall bear the expense of such proceedings.
3. The Agent is authorized, in the name of the Owner, to (i) make, or cause to be made, such minor repairs and/or alterations to the Building as, in the Agent's opinion, are advisable or necessary; (ii) purchase such supplies as, in the Agent's opinion, are advisable or necessary; and (iii) make such service contracts as the Agent deems desirable or necessary. Such minor repairs and alterations shall not include structural changes to the Building or the moving or alteration of weight-bearing walls and columns. The expense to be incurred for any one item of alteration, repair or service contracts shall not exceed $____________, without the prior written consent of the Owner, except where immediately required by law or under circumstances which the Agent reasonably deems to be an emergency. If the Agent is called upon to perform any service not specified by this Agreement, the Agent shall receive an additional fee therefor in an amount to be agreed upon between the parties, but in each instance where the Agent is to receive an additional fee, it shall give the Owner prior written notice thereof.
4. The Agent is authorized, subject to the Owner's written approval in each instance, in the name of and at the Owner's expense, to make contracts for electricity, gas, telephone, vermin extermination and other similar services or such of them as the Agent deems advisable. The Agent shall furnish the Owner with one copy of each such contract as soon as is practicable after execution.
5. The Agent agrees that all employees and/or independent contractors necessary for the operation and maintenance of the Building, or otherwise hired or used by the Agent to fulfill its obligations under this Agreement, shall be hired and discharged by the Agent, and the Agent shall use care in the hiring of such employees and/or independent contractors. The Agent shall supervise all such employees and/or agents. The Agent shall use its best efforts to comply with all federal, state and local laws respecting the employment of persons. All such employees and/or independent contractors shall be solely employed by the Owner. The Agent shall not be liable to employees for their wages or compensation, nor to the Owner or others for any act or omission to act on the part of the employees. All wages, salaries and other compensation paid to such employees, including all items payable in respect to the payroll, such as, but not limited to, unemployment insurance, social security, workers' compensation, disability benefits, employees' liability, medical and surgical plans now in existence or hereafter imposed or included in union agreements which the Agent may enter into, shall be considered as operating expenses of the Building, for which the Owner shall be solely liable. The Agent shall obtain the payroll type insurance policies and shall be reimbursed by the Owner therefor.
6. The Agent shall render to the Owner a monthly statement of ``Billings and Collections,'' ``Cash Disbursements'' and ``Income and Expense'' for the immediately preceding month, remitting the balance of excess receipts over disbursements to the Owner or to the Owner's bank account, as the Owner directs, less the Agent's compensation as provided in this agreement. The disbursements shall include an itemized list of all salaries, expenses and charges paid by the Agent on behalf of the Owner and all compensation of the Agent on the basis provided in this Agreement and shall include the wages and other compensation of the Building employees, including, but not limited to, expenses of Workers' Compensation Insurance, [State] State Disability Benefits Insurance, Federal and [State] State Unemployment Insurance, Social Security, and any other insurance now or hereafter required by law, regulations or governmental authority, taxes payable in connection with the wages or employment of the Building employees, and union dues, pension, welfare, hospitalization, life insurance, vacation, severance or other payments required under any union contract now or hereafter affecting any or all of the employees. In the event that at any time there are insufficient funds in the custody of the Agent from the current collections to pay such expenses, the Owner agrees to supply the Agent immediately with the funds required to make such payments.
7. All proceeds, other than security deposits, collected or received by the Agent for or on behalf of the Owner, shall be and remain the property of Owner and shall be deposited by the Agent in a bank designated by the Owner, in a special account entitled: ``__________________''.
The Agent also shall establish such other special bank accounts as the Owner requires. All proceeds collected by the Agent shall be deposited promptly by the Agent in such special bank accounts and, until used or applied as herein provided, shall be held in trust for the Owner and shall not be commingled with the funds of the Agent or of any other person, firm or corporation. Checks may be drawn on such account only for the purposes authorized under this Agreement, and under no circumstances shall checks be drawn to the order or benefit of the Agent, except for the payments due the Agent pursuant to the provisions of this Agreement. If officers of the Owner are designated signatories on any of these accounts and withdraw any of the funds, the Agent shall have no liability therefor and the Owner agrees promptly to reimburse the accounts or the Agent, at the Agent's request, for all payments made pursuant to this Agreement to the extent of such withdrawals.
8. The Agent shall not pay any interest or amortization on mortgages, ground rent nor any taxes or tax equivalency payments, assessments, or premiums on insurance with respect to the Building, unless the Owner, in writing, expressly requests the Agent to do so; provided, however, that the Agent shall, as soon as is practicable, send to the Owner all bills or notices it receives in respect of any such mortgages, ground rent, taxes or tax equivalency payments, assessments, or premiums on insurance.
9. The Agent's employees who are authorized to sign and deal with checks or other documents pertaining to the special bank accounts or are otherwise responsible for Owner's monies, shall be insured, at the Agent's expense, by a comprehensive crime policy in an amount not less than $............. In the event such policy is cancelled, these employees shall be insured by a similar policy to be issued by a surety company satisfactory to the Owner, provided such policy is obtainable at similar rates.
10. All records and books of account and cancelled checks maintained by the Agent for and on behalf of the Owner with respect to the Building at all times shall be considered the Owner's property. At any time during normal business hours, with prior notice to the Agent, the Owner or its agents or representatives, shall have the right to examine and audit the books and records pertaining to the Building and to make copies thereof or to take excerpts therefrom.
11. The Agent shall notify the Owner promptly when the Agent is notified of any violation of law, rule, or order of any Federal, State or Municipal authority affecting the Building.
12. The Owner agrees, at its sole cost and expense, to allow the Agent to affix the Agent's signs at all entrances to the Building and in each of the elevator cabs. Such signs shall be removed and returned to the Agent at the Owner's expense upon the expiration of this Agreement.
13. Subject to the terms and conditions of this Agreement, the Agent shall take such action as from time to time the Agent deems advisable for the efficient and economic management and operation of the Building.
 
SECTION C-Agent's Duties on Expiration or Termination
Upon the expiration or termination of this Agreement, the Agent shall:
1. Render a full accounting to the Owner and shall cause all Proceeds held by the Agent relating to the Building to be delivered promptly to the Owner, and the Agent shall deliver to the Owner all books, records and documents in the Agent's possession relating to the Building, including, without limitation, all accounting data and records, rent rolls, payroll records, employment records, cancelled checks, originals and copies of all leases, service contracts and agreements, and all technical data with respect to the operation and maintenance of the various systems included in the Building. The Agent may make copies of such records as the Agent deems necessary.
2. Notify tenants of the Building of the expiration or termination of this Agreement by written notice given by hand delivery, certified mail or registered mail, and shall use its best efforts to cooperate with the Owner in accomplishing an orderly transfer of the operation and management of the Building to the Owner or the party designated by the Owner.
 
SECTION D-Management Fees, Expenses and Reimbursements
1. In consideration of the services to be rendered by the Agent, the Owner shall pay to the Agent an annual fee of $________ in _____ equal monthly installments of $___________each, payable in advance on the first business day of each month, beginning with the commencement date of this Agreement. In the event that the Owner requests additional services of the Agent, such services shall be charged at the rate of ............ times the hourly rate of pay, including fringe benefits, paid to the Agent's employees who performed the requested service, plus related out-of-pocket expenses.
2. The Owner shall reimburse the Agent for:
(a) All wages and related costs if paid by the Agent to its employees and/or independent contractors for work done in, on, or about the Building pursuant to Article I of this Agreement;
(b) All reasonable fees and other payments actually paid by the Agent to any third party who actually performs services required to be performed by the Agent pursuant to this Article I;
(c) All other expenses which the Agent is authorized to make pursuant to any provision of this Article I; provided, however, that nothing in this Article I shall be construed to require the Agent to advance monies in order to make any such payment.
3. In the event the Owner requests the Agent to provide construction management services to the Owner with respect to the Owner's general contractors, construction managers, architects and other professionals, the Owner will pay to the Agent the following fees for each contract for each of the above-stated professionals:
________ % of each contract for such services up to the first $___________;
Plus ____ % of each contract for such services for amounts in excess of $__________up to $__________;
Plus ____% of each contract for such services in amounts in excess of $__________.
The Agent's right to the above fees will commence upon the signing of this Agreement and shall be paid simultaneously with payments to the contractors.
4. The Agent shall have no responsibility for the performance of major construction or alterations or tenant alterations, which shall be the sole responsibility of the Owner. The Owner will be responsible for all filings of applications, permits, and other similar documentation with any authorities having jurisdiction over work in connection with the performance of major construction or alterations or tenant alterations to be done in the Building.
 
ARTICLE II-INDEMNIFICATION AND INSURANCE
 
SECTION A-Indemnification
1. The provisions of this Article II apply to all of the provisions of this Agreement.
2. The Owner agrees:
(a) To hold and save the Agent and its officers and employees free and harmless from damage or injuries to persons or property by reason of any cause whatsoever, (except the Agent's or the Agent's officers and employees' gross negligence) either in or about the Building or elsewhere, when the Agent, its officers or employees are carrying out the provisions of any Article or Section of this Agreement or acting under the express or implied directions of the Owner;
(b) To reimburse the Agent upon demand for any moneys which the latter is required to pay out for any reason under this Agreement or in connection with, or as an expense in defense of, any claim, civil action, proceedings, charge or prosecution made, instituted or maintained against the Agent, or the Owner and the Agent (or Agent's officers or employees) jointly and severally affecting or due to the condition or use of the Building, or acts or omissions of the Agent or officers or employees of the Agent, due to the Agent's negligence, or arising out of or based upon any law, regulation, ordinance, requirement, contract or award relating to the Building, or to the hours of employment, work conditions, wages and/or compensation of employees or former employees who perform any services in or about the Building or otherwise;
(c) To defend promptly and diligently at the Owner's sole expense any claim, action or proceeding brought against the Agent, its officers or employees, or the Agent and the Owner, jointly or severally, arising out of or connected with any of the services to be rendered under this Agreement or in connection with the operation and maintenance of the Building, and to hold harmless and fully indemnify the Agent and its officers and employees from any fees, disbursements, judgments, losses or settlement on account thereof;
(d) That it is expressly understood that each of the foregoing provisions of this Paragraph 2 of Article II shall survive the termination of this Agreement, but this provision shall not be construed to mean that the Owner's liability does not survive as to other provisions of this Agreement;
 
SECTION B-Insurance
1. The Owner, at its expense:
(a) shall carry worker's compensation insurance, elevator liability insurance, steam boiler insurance, employees' liability insurance, payroll holdup insurance, and such other insurance as may be necessary to protect the interest of the Owner and the Agent jointly. The Owner shall furnish the Agent with a certificate evidencing such insurance. The certificate shall provide that the policy cannot be cancelled for nonpayment of premiums, or otherwise changed, without ____ days' prior notice to the Agent in writing of such proposed cancellation or change;
(b) shall carry comprehensive general liability insurance insuring against claims for bodily injury or death and property damage to the single limit of not less than $__________ in respect of any one accident or occurrence and an aggregate of $__________;
(c) shall keep the insurable portions of the Building insured against loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles or smoke under a policy in an amount not less than __________ (____%) percent of the full replacement cost of the insurable portions of the Premises (exclusive of foundations and footing below grade), less a reasonable allowance for physical depreciation.
2. All policies of insurance referred to in the sub-paragraphs of this Article II shall name the Agent as an additional insured. The Agent's name and address shall appear on the cover page of all insurance policies along with the Owner's name. Notwithstanding any other provision of this Agreement, the Owner releases and holds harmless the Agent from any liability or obligation for damage or destruction caused to the Building or contents by fire or other perils whether or not such damage or destruction is due to the Agent's acts or failure to act.
 
ARTICLE III-MISCELLANEOUS
 
SECTION A-NOTICES
All notices under this Agreement by either party shall be in writing and sent by registered or certified mail, return receipt requested, to the other (and the date of any notice by registered or certified mail shall be deemed the date of the registration or certification thereof) addressed to the parties as follows:
TO OWNER:   ___________________
       _______________________________
Attention: _______________________
TO AGENT:  ____________________
       _______________________________
Attention: _______________________
Either party may designate by certified mail, return receipt requested, a different address for the service of notices pursuant to the Agreement.
 
SECTION B-BANKRUPTCY
In the event a petition in bankruptcy is filed by or against the Owner or the Agent, or in the event that either shall make an assignment for the benefit of creditors or take advantage of any insolvency act, either party may terminate this Agreement upon ............ days' notice in writing.
 
SECTION C-OWNER'S WARRANTY
The Owner warrants and represents to the Agent that it is the fee owner of the Building and the ``Landlord'' under all leases for space in the Building.
 
 
 
SECTION D-COMPLETE AGREEMENT
This Agreement represents the full and complete agreement between the Owner and the Agent with respect to the subject matter hereof and may not be modified or amended except by a written instrument executed by the parties to this Agreement.
 
SECTION E-DEFINITIONS AND MISCELLANEOUS
The obligation of the Owner to pay to the Agent any commission due or to become due to the Agent shall survive the expiration or termination of this Agreement.
Reference to ``cancellation of a lease'' includes any termination of the term of the lease prior to its stated expiration date.
The term ``tenant'' shall mean the tenant named in any lease document or any successor to the tenant's interest or any subtenant or assignee of tenant.
The Article headings are inserted only as a matter of convenience or reference and are not to be given any effect whatsoever in construing this Agreement. All words used in the singular shall include the plural wherever the context shall require.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns.
IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the day and the year first above written.
OWNER                  AGENT
 
___________________________________      ____________________________________
 
 
 
 

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