ex1024oasisassgnmtomgmt






                                                                         EXHIBIT 10.24                                                 Freddie Mac Loan Number: 504021303                                                           Property Name: The Oasis                 ASSIGNMENT OF MANAGEMENT AGREEMENT AND                    SUBORDINATION OF MANAGEMENT FEES                                  (Revised 7-12-2016)   THIS  ASSIGNMENT    OF MANAGEMENT      AGREEMENT    AND   SUBORDINATION    OF  MANAGEMENT FEES     ("Assignment") is made effective as of the 31st day of July. 2018, by  and among STAR  OASIS,  LLC, a Delaware limited liability company ("Borrower"), PNC  BANK,   NATIONAL    ASSOCIATION,    a national banking association ("Lender"). and  STEADFAST    .MANAGEMENT     COMPANY,    INC .. a California corporation ("Property  Manager").                                     RECITALS:  A.    Borrower has requested that Lender make a loan to Borrower ("Loan"). The Loan will be        evidenced by a Multifamily Note from Borrower to Lender effective as of the date of this        Assignment ("Note"). The Note is secured by, among other things, a Multifamily Loan        and Security Agreement ("Loan Agreement") and a Multifamily Mortgage. Deed of        Trust, or Deed to Secure Debt ("Security Instrument"), dated as of the date of this        Assignment, which grants Lender a lien on the property encumbered by the Security        Instrument ("Mortgaged Property"). The Note, the Loan Agreement, the Security        Instrument, this Assignment and  any of the other documents evidencing the Loan are        collectively referred to as the "Loan Documents". Other capitalized terms used but not        defined in this Assignment will have the meanings given to those terms in the Loan        Agreement.  B.    Pursuant to a Management Agreement between Borrower and  Property Manager        ("Management Agreement") (a true and correct copy of which is attached as Exhibit B ),        Borrower employed Property Manager exclusively to lease, operate and manage the        Mortgaged Property, and Property Manager is entitled to certain management fees        ("Management Fees") pursuant to the Management Agreement.   C.    Lender requires as a condition to the making of the Loan that Borrower assign the        Management  Agreement and that Property Manager subordinate its interest in the        Management Fees in lien and payment to the Loan as set forth below.  For good and valuable consideration the parties agree as follows:   1.    Assignment of Management Agreement. As additional collateral security for the Loan,        Borrower conditionally transfers. sets over. and assigns to Lender all of Borrower's right,        title and interest in and to the Management Agreement and all extensions and renewals.        This  transfer and assignment will automatically become a present, unconditional        assignment. at Lender's option, upon a default by Borrower under the Note, the Loan        Agreement, the Security Instrument or any of the other Loan Documents (each, an        "Event of Default''), and the failure of Borrower to cure such Event of Default within        any applicable grace period.   2.    Subordination of Management  Fees. The Management  Fees and all rights and        privileges of Property Manager to the Management Fees are and will at all times continue        to be subject and unconditionally subordinate in all respects in lien and payment to the   Assignment of Management Agreement and  Subordination of Management Fees  





 






      lien and payment of the Loan Agreement, the Security Instrument, the Note, and the other        Loan  Documents, and to any  renewals, extensions, modifications, assignments,        replacements, or consolidations of the Loan Documents and the rights, privileges, and        powers of Lender under the Note, the Loan Agreement, the Security Instrument, or any of        the other Loan Documents.   3.    Estoppel. Property Manager and Borrower represent and warrant that all of the following        are true as of the date of this Assignment:         (a)   The Management Agreement is in full force and effect and has not been modified,              amended or assigned other than pursuant to this Assignment.         (b)   Neither Properly Manager nor Borrower is in default under any of the tem1s.              covenants or provisions of the Management Agreement and Property Manager              knows of no event which. but for the passage of time or the giving of notice or              both, would constitute an event of default under the Management Agreement.         (C)   Neither Properly Manager nor Borrower has commenced any action or given or              received any notice for the purpose of terminating the Management Agreement.         (d)   The Management  Fees and all other sums due and payable to the Property              Manager under the Management Agreement have been paid in full.  4.    Agreement by Borrower  and Property Manager. Borrower and Property Manager        agree that if there is an Event of Default by Borrower (continuing beyond any applicable        grace period) under the Note, the Loan Agreement, the Security Instrument or any of the        other Loan Documents during the term of this Assignment or upon the occurrence of any        event which would entitle Lender to terminate the Management Agreement in accordance        with the terms of the Loan Documents, Lender may tem1inate the Management        Agreement without payment of any cancellation fee or penalty and require Property        Manager to transfer its responsibility for the management of the Mortgaged Property to a        management company selected by Lender in Lender's sole discretion, effective as of the        date set forth in Lender's notice to Property Manager. Following any such termination,        Property Manager agrees to apply all rents, security deposits. issues, proceeds and profits        of the Mortgaged Property in accordance with Lender's written directions to Property        Manager.   5.    Lender's Right to Replace Property Manager. If Lender, in Lender's reasonable        discretion, at any time during the term of this Assignment, determines that the Mortgaged        Property is not being managed in accordance with generally accepted management        practices for properties similar to the Mortgaged Property, Lender will deliver written        notice to Borrower and Property Manager, which notice will specify with particularity the        grounds for Lender's determination. If' Lender reasonably determines that the conditions        specified in Lender's notice are not remedied to Lender's reasonable satisfaction by        Borrower or Property Manager within 30 days from receipt of such notice or that        Borrower or Property Manager have failed to diligently undertake correcting such        conditions within such 30-day period, Lender may direct Borrower to terminate Property        Manager as manager  of the Mortgaged Property and terminate the Management        Agreement without payment of any cancellation fee or penalty and to replace Property        Manager with a management company acceptable to Lender in Lender's sole discretion        pursuant to a management agreement acceptable to Lender in Lender's sole discretion.    Assignment of 1"Ianagcment Agreement and  Subordination of I\'lanagement Fees                                      Pagc2  





 






6.    Receipt of Management Fees. Property Manager will not be obligated to return or        refund to Lender any Management Fees or other fee, commission or other amount        received by Property Manager prior to the occurrence of the Event of Default, and to        which Property Manager was entitled under the Management Agreement. If the Property        Manager receives any Management Fees after it has received notice of an Event of        Default, Property Manager agrees that such Management Fees will be received and held        in trust for Lender. to be applied by Lender to amounts due under the Loan Documents.   7.    Consent and Agreement by Property Manager. Property Manager acknowledges and        consents to this Assignment and agrees that Property Manager will act in conforn1ity with        the provisions of this Assignment and Lender's rights under this Assignment or otherwise        related to the Management Agreement. If the responsibility for the management of the        Mortgaged Property is transferred from Property Manager in accordance with the        provisions of this Assignment, then Property Manager will fully cooperate in transferring        its responsibility to a new management company and complete such transfer no later than        30 days from the date the Management Agreement is tenninated. Further. Property        Manager agrees as follows:        (a)   It will not contest or impede the exercise by Lender of any right Lender has under              or in connection with this Assignment.        (b)   It will give at least 30 days prior written notice to Lender of its intention to              terminate the Management Agreement or otherwise discontinue its management              of the Mortgaged Property, in the manner provided for in this Assignment.         (c)   It will not amend any of the provisions or terms of the Management Agreement              without the prior consent of Lender.   8.    Termination. When the Loan is paid in full and the Security Instrument is released or        assigned of record, this Assignment and all of Lender's right, title and interest hereunder        with respect to the Management Agreement will terminate.  9.    Notices.        (a)   All notices under or concerning this Assignment ("Notice") will be in writing.              Each Notice will be deemed given on the earliest to occur of: (i) the date when              the Notice is received by the addressee, (ii) the first Business Day after the Notice              is delivered to a recognized overnight courier service, with arrangements made for              payment of charges for next Business Day delivery, or (iii) the third Business Day              after the Notice is deposited in the United States mail with postage prepaid,              certified mail, return receipt requested. Addresses for Notice are as follows:                If to Lender:       PNC Bank. National Association                                   2690 I Agoura Road, Suite 200                                   Calabasas Hills. California 9130 I                                   Attention: Loan Servicing Manager    Assignment of 1\.'lanagcment Agreement and  Subordination of Management Fees                                         Page 3  





 






             If to Borrower:     STAR  Oasis, LLC                                   c/o Steadfast Companies                                   18100 Von Karman Avenue, Suite 500                                   Irvine, California 92612                                   Attention - General Counsel:  Ana Marie de! Rio                If to Property      Steadfast Management Company, Inc.               Manager:            c/o Steadfast Companies                                   18100 Von Karman Avenue, Suite 500                                   Irvine, California 92612                                   Attention - General Counsel:  Ana Marie de] Rio         (b)   Any party to this Assignment may change the address to which Notices intended              for it are to be directed by means of Notice given to the other parties in              accordance with this Section 9. Each party agrees that it will not refuse or reject              delivery of any Notice given in accordance with this Section 9, that it will              acknowledge, in writing, the receipt of any Notice upon request by the other party              and that any Notice rejected or refused by it will be deemed for purposes of this              Section 9 to have been received by the rejecting party on the date so refused or              rejected, as conclusively established by the records of the U.S. Postal Service or              the courier service.  10.   Governing Law; Consent to Jurisdiction and Venue.        (a)   This Assignment will be construed in accordance with and governed by the laws              of the Property Jurisdiction.        (b)   Borrower and Property Manager agree that any controversy arising under or in              relation to this Assignment may be litigated in the Property Jurisdiction. The state              and federal courts and authorities with jurisdiction in the Property Jurisdiction              will have jurisdiction over all controversies that may arise under or in relation to              this Assignment. Borrower and Property Manager irrevocably consent to service,              jurisdiction and venue of such courts for any such litigation and waive any other              venue to which it might be entitled by virtue of domicile, habitual residence or              otherwise. However, nothing in this Section 10 is intended to limit Lender's right              to bring any suit, action or proceeding relating to matters under this Assignment              in any court of any other jurisdiction.  11.   Captions, Cross References and Exhibits. The captions assigned to provisions of this        Assignment are for convenience only and will be disregarded in construing this        Assignment. Any reference in this Assignment to an "Exhibit" or a "Section," unless        otherwise explicitly provided, will be construed as referring, respectively, to an Exhibit        attached to this Assignment or to a section of this Assignment. All Exhibits attached to or        referred to in this Assignment are incorporated by reference into this Assignment.   12.   Number and Gender. Use of the singular in this Assignment includes the plural, use of        the plural includes the singular, and use of one gender includes all other genders, as the        context may require.   13.   No Partnership. This Assignment is not intended to, and will not, create a partnership or        joint venture among the parties, and no party to this Assignment will have the power or        authority to bind any other party except as explicitly provided in this Assignment.   Assignment of l\'lanagcmcnt Agreement and  Subordination of Management Fees                                         Page4  





 






14.   Severability. The invalidity or unenforceability of any provision of this Assignment will        not affect the validity of any other provision, and all other provisions will remain in full        force and effect.  15.   Entire Assignment. This Assignment contains the entire agreement among the parties as        to the rights granted and the obligations assumed in this Assignment.  16.   No Waiver; No Remedy  Exclusive. Any forbearance by a party to this Assignment in        exercising any right or remedy given under this Assignment or existing at law or in        equity will not constitute a waiver of or preclude the exercise of that or any other right or        remedy. Unless otherwise explicitly provided, no remedy under this Assignment is        intended to be exclusive of any other available remedy, but each remedy will be        cumulative and will be in addition to other remedies given under this Assignment or        existing at law or in equity.   17.   Third Party Beneficiaries. Neither any creditor of any party to this Assignment, nor any        other person, is intended to be a third party beneficiary of this Assignment.  18.   Further Assurances and Corrective Instruments. To the extent permitted by law, the        parties will, from time to time. execute, acknowledge and deliver. or cause to be        executed, acknowledged and delivered, such supplements to this Assignment and such        further instruments as may reasonably be required for carrying out the intention of or        facilitating the perforn1ance of this Assignment.  19.   Counterparts. This Assignment may be executed in multiple counterparts, each of which        will constitute an original document and all of which together will constitute one        agreement.  20.   Indemnity. By executing this Assignment Borrower agrees to indemnify and hold        harmless Lender and its successors and assigns from and against any  and all losses.        claims, damages, liabilities and expenses including Attorneys' Fees and Costs, which        may be imposed or incurred in connection with this Assignment.  21.   Costs and Expenses. Wherever pursuant to this Assignment it is provided that Borrower        will pay any costs and expenses, such costs and expenses will include Lender's        Attorneys' Fees and Costs.   22.   Determinations by Lender. In any instance where the consent or approval of Lender        may be given or is required, or where any determination, judgment or decision is to be        rendered by Lender under this Assignment, the granting, withholding or denial of such        consent or approval and the rendering of such detern1ination, judgment or decision will        be made or exercised by Lender (or its designated representative) at its sole and exclusive        option and in its sole and absolute discretion and will be final and conclusive. except as        may be otherwise expressly and specifically provided in this Assignment.  23.   Successors and Assigns. This Assignment will be binding upon and inure to the benefit        of Borrower, Lender and Property Manager and their respective successors and assigns        forever.   24.   Secondary Market. Lender may sell, transfer and deliver the Note and assign the Loan        Agreement. the Security Instrument, this Assignment and the other Loan Documents to        one or more investors in the secondary mortgage market ("Investors"). In connection   Assignment of Management Agreement and  Subordination of Management Fees                                         Pages  





 






      with such sale, Lender may retain or assign responsibility for serv1cmg the Loan,        including the Note, the Loan Agreement, the Security Instrument, this Assignment and        the other Loan Documents. or may delegate some or all of such responsibility and/or        obligations to a servicer including any subservicer or master servicer, on behalf of the        Investors. All references to Lender in this Assignment will refer to and include any such        servicer to the extent applicable.   25.   Attached Exhibits. The following Exhibits, if marked with an "X" in the space        provided, are attached to this Assignment:                  Exhibit A     Modifications to Assignment                  Exhibit B     Copy of Management Agreement   IN WITNESS  WHEREOF    the undersigned have executed this Assignment as of the date and  year first written above.                             JEND OF PAGE- SIGNATURES TO FOLLOW(    Assignment of' Management Agreement and  Subordination of Management Fees                                         Page6  





 






                                      BORROWER:                                         STAR OASIS, LLC, a Delaware limited liability                                           company                                        By:  Steadfast Apartment Advisor, LLC, a                                             Delaware limited liability company, its                                             Manager                                              By:                                                 Ella S. Neyland    '                                                 President    Assignment of Management Agreement and  Subordination of Management Fees                                           PageS-1  





 






                                    LENDER:                                       PNC  BANK, NATIONAL ASSOCIATION,      a                                         national banking association                                        By                                         Kill.~L-(,c'D Tyler  ~                                         Vice President    Assignment of Management Agreement and  Subordination of Management Fees                                        Page S-2  





 






                                           PROPERTY MANAGER:                                             STEADFAST MANAGEMENT COMPANY,                                                 INC., a Calin   ia corporation    Assignment of I\.Innagement Agreement and  Subordination of l\Innngcmcnt Fees                                                    Pnge S-3  





 






                                  EXHIBIT A                        MODIFICATIONS    TO ASSIGNMENT   The following modifications are made to the text of the Assignment that precedes this Exhibit.  I.    Section 3(a) is deleted in its entirety and replaced with the following:         (a)   The Management Agreement is in full force and effect and has not been modified,              m: amended or assigAed otll.er thaH 13t1rst1aAt lo this AssigmHeHt. There arc no              assignments of the Management Agreement that remain in effect other than              pursuant to this Assignment.  2.    Section 6 is deleted in its entirety and replaced with the following:        6.    Receipt of Management Fees. Manager will not be obligated to return or refund              to Lender any Management Fees or other fee, commission or other amount              received by Property Manager prior to the occuITence of the Event of Default, and              to which Property Manager was entitled under the Management Agreement. If the              Property Manager receives any Management Fees after it has received notice of an              Event of Default, Property Manager agrees that such Management Fees will be              received and held in trust for Lender, to be applied by Lender to amounts due under              the Loan Documents; provided. however, that nothing herein shall prevent              Propertv Manager from terminating the Management Agreement in the event              Propertv Manager is not paid all fees due to it under the Management              Agreement.    Assignment of Management Agreement and  Subordination of Management Fees                                       Page A-1  





 






                                      EXHIBITB                               MANAGEMENT AGREEMENT                                        See Attached    Assignment of Management Agreement and  Subordination of Management Fees                                                Page B-1  





 






               PROPERTY MANAGEMENT AGREEMENT         THIS PROPERTY  MANAGEivIENT   AGREEMENT    (this ··Agreement"") is made and  entered into as of December 19.2014 (the --Effective Date..  ). by and between STAR OASIS. LLC,  a Delaware limited liability company (..  Owncr··i. and STEADFAST MANAGEMENT  COMPANY.   INC., a California corporation (..  Manager'").                                   ARTICLE 1                                 DEFINITIONS         Section 1.1 Definitions. The following terms shall have the following meanings when  used in this Agreement:         .. Agreement"" has the meaning given in the introductory paragraph .         .. Annual Business Plan .. has the meaning given in Section 3.11 (a).         "Capital Budget"" has the meaning given in Section 3.11 (a).         --Depositon··· means such bank or federally-insured or other financial institution as Owner  shall designate in writing.         ··Effective Date..  has the meaning given in the introductory paragraph.         ··Fiscal Year..  means the calendar year beginning January I and ending December 31 of  each calendar year. or such other fiscal year as determined by Owner and of which Manager is  notified in writing; provided that the first Fiscal Year of this Agreement shall be the period  beginning on the Effective Date and ending on December 31 of the calendar year in which the  Effective Date occurs.         --Governmental Requirements .. has the meaning given in Section 3.14 .         .. Gross Collections .. means all amounts actually collected as rents or other charges for use  and occupancy of apartment units and from users of garage spaces (if any). leases of other non­ dwelling facilities in the Property and concessionaires (if any) in respect of the Property. including  furniture rental, parking fees, forfeited security deposits, application fees, late charges. income  from coin-operated machines. proceeds from rental interruption insurance, and other  miscellaneous income collected at the Property: excluding, however. all other receipts. including  but not limited to, income derived from interest on investments or otherwise, proceeds of claims  on account of insurance policies (other than rental interruptions insurance), abatement of taxes,  franchise fees. and awards arising out of eminent domain proceedings, discounts and dividends on  insurance policies.         --Hazardous Materials .. means any material defined as a hazardous substance under the  Comprehensive Environmental Response. Compensation and Liability Act of 1980, the Resource  Conservation and Recovery Act. or any state or local statute regulating the storage. release.  transportation or other disposition of hazardous material. as any of those laws may have been  amended to the date hereof. and the administrative regulations promulgated thereunder prior to the  





 






date hereof, and. whether or not defined as hazardous substances under the foregoing  Governmental Requirements. petroleum products {other  than petroleum products used in  accordance with Governmental Requirements by Owner or its tenants in the usual and ordinary  course of their activities). PCBs and radon gas.         ··Major Capital Improvements·· has the meaning given in Section 3.6.         ··Management Fee·· has the meaning given in Section 4.1.         '"Manager'" has the meaning given in the introductory paragraph.         "'Operating Budget"" has the meaning given in Section 3.11 {a).         ··owner·· has the meaning given in the introductory paragraph.         "'Owner's Representative·· has the meaning given in Section 2.2.         "Pass-Through Amounts" means fees and/or reimbursements for services provided to the  Property but not covered by the Management Fee. as described in Exhibit A attached hereto and  made a part hereof.         "'Propertv·· means the multifamily apartment project listed and described on Exhibit B  attached hereto and made a part hereof.         "'Securitv Deposit Account"" has the meaning given in Section 5.1.         ··State'" means the state in which the Property is located.                                      ARTICLE2            APPOINTMENT OF AGENCY AND          RENTAL RESPONSIBILITY         Section 2.1  Appointment.   Owner hereby appoints Manager and Manager  hereby  accepts appointment as the sole and exclusive leasing agent and manager of the Property on the  terms and conditions set forth herein. Owner warrants and represents to Manager that Owner owns  fee simple title to the Property with all requisite authority to hereby appoint Manager and to enter  into this Agreement.         Section 2.2  Owner's Representative. Owner shall from time to time designate one or  more persons to serve as Owner's representative r·owner's Representative"") in all dealings with  Manager hereunder. Whenever  the approval. consent or other action of Owner is called for  hereunder, such approval. consent or action shall be binding on Owner if specified in writing and  signed by Owner's Representative. The initial Owner"s Representative shall be Ella S. Neyland.  President. Any Owner's Representative may be changed at the discretion of Owner. at any time.  and shall be effective upon Manager's receipt of written notice identifying the new Owner"s  Representative.                                            2  





 






       Section 2.3  Leasing. Manager shall perform all promotional. leasing and management   activities required to lease apartment units in the Property. Throughout the term or this Agreement.   Manager shall use its diligent efforts to lease apartment units in the Property. Manager shall   advertise the Property. prepare and secure advertising signs. space plans. circulars. marketing   brochures and other forms of advertising. Owner hereby authorizes Manager pursuant to the terms   of this Agreement to advertise the Property in conjunction with institutional advertising campaigns   and allocate costs on a pro rata basis among the Properties being advertised (to the extent   authorized by the Annual Business Plan). All inquiries for any leases or renewals or agreements   for the rental of the Property or portions thereof shall be referred to Manager and all negotiations   connected therewith shall be conducted solely by or under the direction of Manager. Manager is   hereby authorized to execute. deliver and renew residential tenant leases in its capacity as manager   pursuant to this Agreement. rvlanager is authorized to utilize the services of apartment locator   services and the fees of such services shall be operating expenses of the Property and. to the extent   paid by Manager. reimbursable by Owner.          Section 2.4  Manager's Standard of Care. Manager shall perform its duties under this   Agreement in a manner consistent with professional prope11y management services. In no event   shall the scope or quality of services provided by Manager for the Property hereunder be less than   those generally performed by professional property managers of similar properties in the market   area where the Property is located. Manager shall make available to Owner the full benefit or the  judgment. experience, and advice of the members and employees ofManagcr·s organization with   respect to the policies to be pursued by Owner in operating the Property. and will perform the   services set forth herein and such other services as may be requested by Owner in managing.   operating. maintaining and servicing the Property.                                       ARTICLE3                     SERVICES TO BE PERFORMED BY MANAGER          Section 3.1  Expense of Owner. All acts performed by Manager in the performance of   its obligations under this Agreement shall be performed as an independent contractor or Owner.   and all obligations or expenses incurred thereby. shall be for the account of. on behalf of. and at   the expense of Owner. except as otherwise spcci lically provided in this Article 3. provided Owner   shall be obligated to reimburse Manager only for the following:                (a)    Costs and Expenses. All costs and expenses incurred by Manager, in its   capacity as Manager pursuant to this Agreement. in connection with the management and   operation of the Property, including but not limited to all compensation, including the cost of   benefits. payable to the employees at the Property and identified in the Operating Budget and taxes   and assessments payable in connection therewith and reasonable training. travel and expenses   associated therewith. all marketing costs. all collection and lease enforcement costs. all   maintenance and repair costs incurred in accordance with Section 3.5 hercoI: all utilities and   related services. all on-site overhead costs and all other costs reasonably incurred by Manager in  the operation and management of the Property. excluding, however. all or Manager·s general  overhead costs. including without limitation. all expenses incurred at Manager"s corporate   headquarters and other Manager office sites other than the property management office located at  the Property (i.e., office expenses. long distance phone calls. postage. copying. supplies. electronic                                            3  





 






data processing and accounting expenses). general accounting and rep011ing expenses for services  included amo1111 Manager·s duties under the Agreement: and             -     ~                  -             (b)  Other. All sums otherwise due and payable by Owner as expenses of the  Property authorized to be incurred by Manager under the terms of this Agreement and the  Operating Budget. including compensation payable under Section 4.1 hereof to Manager for its  services hereunder.         Manager may use employees normally assigned to other work centers or part-time  employees to properly staff the Property. reduced. increased or emergency work load and the like  including the property manager. business manager. assistant managers. leasing directors. or other  administrative personnel. maintenance employees or maintenance supervisors whose wages and  related expenses shall be reimbursed on a pro rata basis for the time actually spent at the Property.  A property manager or business manager at the Property and any other persons performing  functions substantially similar to those of a business manager. including but not limited to assistant  managers, leasing directors. leasing agents. sales directors. sales agents. bookkeepers. and other  administrative and/or maintenance personnel performing work at the site, and on-site maintenance  personnel. shall not be considered executive employees of Manager. All reimbursable payments  made by Manager hereunder shall be reimbursed from funds deposited in an account established  pursuant to Section 5.2 of this Agreement. Manager shall not be obligated to make any advance  to or for the account of Owner nor shall Manager be obligated to incur any liability or obligation  for the account of Owner without assurance that the necessary funds for the discharge thereof will  be provided by Owner. In the performance of its duties as agent and manager of the Property.  Manager shall act solely as an independent contractor of Owner. All debts and liabilities to third  persons incurred by Manager in the course of its operation and management of the Property shall  be the debts and liabilities of Owner only. and Manager shall not be liable for any such debt or  liabilities, except to the extent Manager has exceeded its authority hereunder.         Section 3.2 Covenants Concerning Pavment of Operating Expenses. Owner  covenants to pay all sums for reasonable operating expenses in excess of gross receipts required  to operate the Property upon written notice and demand from Manager within five days atlcr  receipt of written notice for payment thereof.         Section 3.3 Emplovmcnt of Personnel. Manager shall use its diligent efforts to  investigate, hire. pay. supervise and discharge the personnel necessary to be employed by it to  properly maintain. operate and lease the Property. including without limitation a property manager  or business manager at the Property. Such personnel shall in every instance be deemed agents or  employees, as the case may be. of Manager. Owner has no right of supervision or direction of  agents or employees of Manager whatsoever; however, Owner shall have the right to require the  reassignment or termination of any employee. All Owner directives shall be communicated to  Manager's senior level management employees. Manager and all personnel of Manager who  handle or who are responsible for handling Owner·s monies shall be bonded in favor of Owner.  Manager agrees to obtain and keep in effect fidelity insurance in an amount not less than Two  Hundred Fifty Thousand Dollars ($250.000). All reasonable salaries. wages and other  compensation of personnel employed by Manager. including so-called fringe benefits. worker's  compensation. medical and health insurance and the like. shall be deemed to be reimbursable  expenses of Manager. Manager may allow its employees who work at the Property and provide                                        4  





 






services lo the Properly alicr normal business hours. lo reside at the Property for reduced rents (or  renl fee as provided in the Operating Budget) in consideration of their benefit to Owner and the  Property. provided such reduced rents are reflected in the Annual Business Plan.         Section 3.4  Utilitv and Service Contracts. Manager shall. in its capacity as Manager  pursuant to this Agreement. at Owner"s expense. enter into contracts for water. electricity. gas.  fuel. oil. telephone. vermin extermination. trash removal. cable television, security protection and  other services deemed by Manager to be necessary or advisable for the operation of the Property.  Manager shall also. in ils capacity as Manager to this Agreement. al Owncr·s expense. place orders  for such equipment. tools. appliances. materials. and supplies as arc reasonable and necessary to  properly maintain the Properly. Owner agrees to pay or reimburse Manager for all expenses and  liabilities incurred by reason of this Section provided that such amounts arc in accordance with the  Operating Budget.         Section 3.5  Maintenance and Repair of Property. Manager shall use diligent efforts  to maintain, at Owner·s expense. the buildings. appurtenances and grounds of the Property in good  condition and repair, including interior and exterior cleaning. painting and decorating. plumbing.  carpentry and such other normal maintenance and repair work as may be necessary or reasonably  desirable taking into consideration the amount allocated therefor in the Annual Business Plan.  With respect to any expenditure not contemplated by the Annual Business Plan. Manager shall not  incur any individual item of repair or replacement in excess of Five Thousand Dollars (SS.000.00)  unless authorized in writing by Owner"s Representative. except. however. that emergency repairs  immediately necessary for the preservation and safety of the Properly or to avoid the suspension  of any service to the Properly or danger of injury to persons or damage to property may be made  by Manager without the approval ofOwner·s Representative. Owner shall not establish standards  of maintenance and repair that violate or may violate any laws. rules. restrictions or regulations  applicable to Manager or the Property or that expose Manager to risk of liability to tenants or other  persons. Manager  shall not be obligated by this Section to perform any Major Capital  Improvements.         Section 3.6  Supervision of Major  Capital Improvements   or Repairs.   When  requested by Owner in writing or as set forth in an Approved Business Plan. Manager or an affiliate  thereof shall. in its capacity as Manager pursuant to this Agreement. at Owner·s expense supervise  the installation and construction of all Major Capital Improvements to the Property where such  work constitutes other than normal maintenance and repair, for additional compensation as set  forth in a separate agreement. If Owner and tvlanager fail to reach an agreement for Manager"s  additional compensation as provided in this Section 3.6, Owner may contract with a third party to  supervise installation or construction of Major Capital Improvements. In such events. Manager  may, in its capacity as Manager pursuant to this Agreement, negotiate contracts with all necessary  contractors, subcontractors, malerialmen. suppliers. architects. and engineers and may. in its  capacity as Manager pursuant to this Agreement. compromise and settle any dispute or claim  arising therefrom; provided only that ivlanager shall act in good faith and in the best interest of  Owner at all times and Owner shall approve all contracts for such work. Manager will furnish or  will cause to be furnished all personnel necessary for proper supervision of the work and may  assign personnel located at the Property where such work is being performed to such supervisory  work (and such assignment shall not reduce or abate any other fees or compensation owed to                                            5  





 






Manager under this Agreement). For the purposes of this Agreement. the term .. Major Capital  Improvements .. shall mean work having an estimated cost of $25.000 or more.               Owner acknowledges that Manager. or an affiliate of Manager. may bid on any  such work. and that ivlanagcr. or an affiliate of Manager. may be selected to perform part or all or  the work; provided that if Manager desires to select itself. or its affiliate to do any work. it shall  first notify Owner of the terms upon which it. or its affiliate. proposes to contract for the work. and  terms upon which the independent contractors have offered to perform. and shall state the reasons  for preferring itself. or its affiliate. over independent contractors and Owner shall have fifteen days  to disapprove Manager. or its affiliate. and to request performance by an independent contractor.  Only Owner shall have the power to compromise or settle any dispute or claim arising from work  performed by Manager. or its affiliate: and it is expressly understood that the selection of Manager.  or its affiliate. will not affect any fee or other compensation payable to iVlanagcr hereunder.         Section 3. 7 Insurance.              {a)    Owner Requirements. Owner agrees to maintain all forms of insurance  required by law or by any loan requirements for the Prope11y and as otherwise deemed by Owner  to be reasonable and necessary to adequately protect Owner and Manager. including but not limited  to public liability insurance, boiler insurance, fire and extended coverage insurance. and burglary  and theft insurance. All insurance coverage shall be placed with such companies, in such amounts  and with such beneficial interest appearing therein as shall be reasonably acceptable to Owner.  Public liability insurance shall be maintained in such amounts as Owner determines as  commercially reasonable or as otherwise required by its lenders or investors, but in no case in an  amount less than $5.000.000.               Owner agrees to timely provide evidence of required insurance to Manager. and  acknowledges that if evidence of insurance coverage is not timely furnished. Manager may. but  shall not be obligated to, obtain such coverage in its capacity as Manager pursuant to this  Agreement. Manager shall be named an additional insured on all Owner obtained insurance.               (b)  Manager Requirements. Manager agrees to maintain. at its own expense.  public liability insurance in an amount not less than Two Million Dollars ($2,000.000) and all  other forms of insurance required by law and as otherwise deemed by Owner and i\•lanagcr to be  reasonable and necessary to adequately protect Owner and Manager. including but not limited to  workers compensation insurance. professional liability. employee practices. and fidelity insurance.  Manager agrees to timely provide evidence of required insurance to Owner and to name Owner as  an additional insured on appropriate policies.               Manager shall use its diligent efforts to investigate and make a written report to the  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 shall prepare any  and all reports for any insurance company in connection  therewith. All such reports shall be timely filed with the insurance company as required under the  terms of the insurance policy involved. With the prior written approval of Owner. Manager is  authorized to settle any and all claims against insurance companies arising out of any policies.  including the execution or proofs of loss, the adjustment of losses. signing of receipts and                                        6  





 






collection of monies (no approval by Owner shall be required for the settlement of claims of $5.000  or less). Manager is further authorized to contract for the maintenance and repair of any damage  or casualty in accordance with Section 3.6 above. Manager shall receive as an additional fee for  such services that fee designated in the loss adjustment as a general contractor"s fee. provided that  insurance proceeds that exceed the cost of repairing the damage or restoring the loss are available  to pay such fees. In such event Manager shall be responsible for all costs incurred by Manager in  adjusting such loss and contracting for repairs.               (c)  Loss or Liabilitv Claims. Owner and i\,tanager mlllually agree for the  benefit of each other to look only to the appropriate insurance coverages in effect pursuant to this  Agreement in the event any demand. claim. action. damage. loss, liability or expense occurs as a  result of ii1iury to person or damage to property. regardless whether any such demand, claim.  action. damage. loss. liability or expense is caused or contributed to. by or results from the  negligence of Owner or Manager or their respective subsidiaries. affiliates, employees. directors.  officers. agents or independent contractors and regardless whether the injury to person or damage  to property occurs in and about the Property or elsewhere as a result of the performance of this  Agreement. Except for claims that arc covered by the indemnity contained in Section 3. 7(d) below.  Owner agrees that Owncr·s insurance shall be primary without right of subrogation against  Manager with respect to all claims. actions. damage. loss or liability in or about the Property.  Nevertheless, in the event such insurance proceeds arc insuf"ficient to satisfy (or such insurance  does not cover) the demand, claim. action. loss, liability or expense. Owner agrees. at its expense.  to indemnify and hold Manager and its subsidiaries. affiliates, officers, directors. employees.  agents or independent contractors harmless to the extent of excess liability. For purposes of this  Section 3.7(c), any deductible amount under any policy of insurance shall not be deemed to be  included as part of collectible insurance proceeds.               (d)  Indemnification. Notwithstanding anything contained in this Agreement  to the contrary, Owner shall defend. indemnify. and hold harmless Manager and its reprcselllative  subsidiaries, affiliates. officers. directors. employees. agents or independent contractors from and  against all claims. demands, or legal proceedings (including expenses and reasonable allorney"s  fees incurred in connection with the defense of any such matter) (each a ··Claim'") that are brought  against Manager arising out of the operation or management of the Project, except with respect to  claims arising out of Manager"s gross negligence or willful misconduct. Manager shall defend.  indemnify. and hold harmless Owner and its representative subsidiaries, affiliates. of1icers,  directors, employees, agents or independent contractors from all Claims arising out of the gross  negligence or willful misconduct of Manager. The indemnification obligations under this Section  3.7(d) shall survive termination of this Agreement.              (e)   Acts of Tenants and Third Parties. In no event shall Manager have any  liability to Owner or others for any acts of vandalism. trespass or criminal activity of any kind by  tenants or third parties on or with respect to the Property and Owner"s insurance shall be primary  insurance without right of subrogation against Manager regarding claims arising out of or resulting  from acts of vandalism, trespass or criminal activity.         Section 3.8 Collection of Monies. Manager shall use its diligent efforts to collect all  rents and other charges due from tenants, users of garage spaces, carports, storage spaces (if any).  commercial lessees (if any) and concessionaires (if any) in respect of the Property and otherwise                                        7  





 






due Owner with respect to the Property in the ordinary course of business. provided that Manager  docs not guarantee the creditworthiness of any tenants. users. lessees or concessionaires or  collectability of accounts receivable from any of the foregoing. Owner authorizes Manager. in its  capacity as Manager pursuant to this Agreement. to request. demand. collect. receive and receipt  for all such rent and other charges and to institute legal proceedings at Ownc1.-s expense. for the  collection thereof. and for the dispossession of tenants and other persons from the Properly or lo  cancel or terminate any lease. license or concession agreement for breach or default thereunder.  and such expense may include the engaging of legal counsel for any such matter. All monies  collected by Manager shall be deposited in the separate bank account referred to in Section 5.2  herein.         Section 3.9  Manager Disbursements.               (a)    Manager's   Compensation   and  Reimbursements.     From   Gross  Collections, Manager shall be authorized to retain and pay (I) Managcr"s compensation. together  with all sales or other taxes (other than income) which Manager is obligated. presently or in the  future. to collect and pay to the State or any other governmental authority with respect to the  Property or employees at the Property. (2) the amounts reimbursable to Manager under this  Agreement, (3) the amount of all real estate taxes and other impositions levied by appropriate  authorities with respect to the Property which. if not escrowed with any mortgagee. shall be paid  upon specific written direction of Owner before interest begins to accrue thereon: and ( 4) amounts  otherwise due and payable as operating expenses of the Prope11y authorized to be incurred under  the terms of this Agreement.               (b)    Debt Service. The provisions of this Section 3.9 regarding disbursements  shall include the payment of debt service related to any mortgages of the Property, unless otherwise  instructed in writing by Owner.               (c)    Third Parties. All costs. expenses, debts and liabilities owed to third  persons that are incurred by Manager pursuant to the terms of this Agreement and in the course of  managing, leasing and operating the Property shall be the responsibility of Owner and not  Manager. Owner agrees to provide sufficient working capital funds to Manager so that all amounts  due and owing may be promptly paid by Manager. Manager is not obligated to advance any funds.  If at any time there is not sufficient cash in the account available to Manager pursuant to  Section 5.2 with which to promptly pay the bills due and owing. i'vlanagcr will request that the  necessary additional funds be deposited by Owner in an amount sufficient to meet the shortfall.  Owner will deposit the additional funds requested by Manager within five days.               (d)    Other  Provisions.  The  provisions of this Section 3.9 regarding  reimbursements to Manager shall not limit Manager"s rights under any other provision of this  Agreement.         Section 3.10 Use and  Maintenance of Premises.  ivlanager agrees that it will not  knowingly permit the use of the Prope11y for any purpose that might void any insurance policy  held by Owner or that might render any loss thereunder uncollcctible. or that would be in violation  of Governmental Requirements, or any covenant or restriction of any lease of the Property.  Manager shall use its good faith efforts to secure substantial compliance by the tenants with the                                            8  





 






 terms and conditions of their respective leases. All costs of correcting or complying with. and all   fines payable in connection with. all orders or violations affecting the Properly placed thereon by   any governmental authority or Board of Fire Underwriters or other similar body shall be at the cost   and expense of Owner.          Section 3.11 Annual Business Plan.                 (a)   Submission. No  later than 60 days prior to the end or each Fiscal Year   during the term of this Agreement. or such earlier date as reasonably requested by Owner. its   lenders or investors. Manager shall prepare and submit to Owner for Owner's approval. an Annual   Business Plan for the promotion. leasing. operations. repair and maintenance of the Property for   the succeeding Fiscal Year during which this Agreement is to remain in effect (the .. Annnal   Business Plan .. ). The Annual Business Plan shall include a detailed budget of projected income   and expenses for the Property for such Fiscal Year (the "Operating Budget..  ) and a detailed   budget of projected capital improvements for the Prope11y for such Fiscal Year (the ··Capital   Bndgef·).                 (b)   Approval. Manager shall meet with Owner to discuss the proposed Annual   Business Plan and Owner shall approve the proposed Annual Business Plan within 20 days of its   submission to Owner. or as soon thereafter as commercially practicable. To be effective. any   notice which disapproves a proposed Annual Business Plan must contain specific objections in   reasonable detail to individual line items. If Owner fails to provide an effective notice   disapproving a proposed Annual Business Plan within such 20-day period, the proposed Annual   Business Plan shall be deemed to be approved. Owner acknowledges that the Operating Budget   is intended only to be a reasonable estimate of the income and expenses of the Property for the   ensuing Fiscal Year. Manager shall not be deemed to have made any guarantee. warranty or   representation whatsoever in connection with the Operating Budget.                (c)    Revision. Manager may revise the Operating Budget from time to time. as   necessary. to reflect any unpredicted significant changes, variables or events or to include   significant additional, unanticipated items of revenue and expense. Any such revision shall be   submitted to Owner for approval. which approval shall not be unreasonably withheld, delayed or   conditioned.                (d)    Implementation.  Manager  agrees to use diligence and to employ all   reasonable efforts to ensure that the actual costs of maintaining and operating the Properly shall   not exceed the Operating Budget either in total or in any one accounting category. Any expense   causing or likely to cause a variance of greater than ten percent ( 10%) or $25.000. whichever is   greater. in any one accounting category for the current month cumulative year-to-date total shall   be promptly explained to Owner by Manager in the next operating statement submitted by   Manager to Owner.          Section 3.12 Records. Reporting. Manager shall maintain at the regular business office   of Manager or at such other address as Manager shall advise Owner in writing. separate books and  journals and orderly files. containing rental records. insurance policies. leases. correspondence.   receipts, bills and vouchers. and all other documents and papers pertaining directly to the Property   and the operation thereof. All corporate statements. receipts. invoices. checks. leases. contracts.                                             9  





 






worksheets. financial statements. books and records. and all other instruments and documents  relating to or arising from the operation or management of the Property shall be and remain the  property of Owner and the Owner shall have the right to inspect such records at any reasonable  time upon prior notice: Manager shall have the right to request and maintain copies of all such  matters. at Managcr·s cost and expense. at all reasonable times during the term of this Agreement.  and for a reasonable time thereafter not to exceed three years. All on-site records. including leases.  rent rolls. and other related documents shall remain at the respective Property for which such  records arc maintained as the prope11y of Owner.         Section 3.13 Financial Reports.                (a)   Month Iv Reports. On or before the fifteenth ( 15 111 ) day or each month  during the term of this Agreement. Manager shall deliver or cause to be delivered to Owncr·s  Representative a statement or cash flow for the Property (on a cash and not an accrual basis) for  the preceding calendar month. All notices from any mortgagee claiming any default in any  mortgage on the Property. and any other notice from any mortgagee not or a routine nature. shall  be promptly delivered by Manager to Owner's Representative.                (b)   Annual  Reports.  Within 45 days aticr the end or each Fiscal Year.  Manager shall deliver to Owner's Representative a statement of cash flow showing the results of  operations for the Fiscal Year or portion thereof during which the provisions of this Agreement  were in effect.               (c)    Employee Files. Manager shall execute and file punctually when due all  forms. reports and returns required by law relating to the employment of personnel.         Section 3.14 Compliance with Governmental Requirements.   Manager shall comply  with all laws. ordinances and regulations relating to the management. leasing and occupancy of  the Property. including any regulatory or use agreements. Owner acknowledges that Manager  docs not hold itself out to be an expert or consultant with respect to. or represent that. the Property  currently complies with applicable ordinances. regulations. rules. statutes. or laws of governmental  entities having jurisdiction over the Properties or the requirements of the Board of Fire  Underwriters or other similar bodies (collectively ...Governmental  Requirements .. ). Manager  shall take such action as may be reasonably necessary to comply with any Governmental  Requirements applicable to Manager. including the collection and payment of all sales and other  taxes ( other than income taxes) which may be assessed or charged by the State or any governmental  entities in connection with Manager's compensation. If Manager discovers that the Property does  not comply with any Governmental Requirements. Manager shall take such action as may be  reasonably necessary to bring the Properly into compliance  with such  Governmental  Requirements. subject to the limitation contained in Section 3.5 of this Agreement regarding the  making of alterations and repairs. Manager, however. shall not take any such action as long as  Owner is contesting or has affirmed its intention to contest and promptly institute proceedings  contesting any such order or requirement. If: however. failure to comply promptly with any such  order or requirement would or might expose Manager to civil or criminal liability. Manager shall  have the right, but not the obligation. to cause the same to be complied with and Owner agrees to  indemnify and hold Manager harmless for taking such actions and to promptly reimburse l'vlanager  for expenses incurred thereby. Manager shall promptly. and in no event later than T2. hours from                                           10  





 






the time ofreceipt, notify Owner"s Representative in writing of all such orders ornotices. Manager  shall not be liable for any effort or judgment or for any mistake of fact or of law. or for anything  that it may do or refrain from doing. except in cases of willful misconduct or gross negligence of  Manager.                                       ARTICLE -I                        MANAGER'S COMPENSATION. TERM         Section 4.1  Fees Paid to Manager. Commencing on the date hereat: Owner shall pay  to Manager a fee (the "Management Fee"). payable monthly in arrears, in an amount equal to  Three Percent (3.0%) of Gross Collections for such month. The Management Fee shall not be  subject to off-sets and charges unless agreed upon by the parties. Pass-Through Amounts shall be  collected monthly by ivlanager. as applicable.         Section 4.2  Term.  This Agreement shall commence on the Effective Date. and shall  thereafter continue for a period of one (I) year from the Effective Date. unless otherwise  terminated as provided herein. Thcreafier. if neither party gives written notice to the other at least  60 days prior to the expiration date hereof that this Agreement is to terminate. then this Agreement  shall be automatically renewed on a month-to-month basis.         Section 4.3  Termination Rights. Notwithstanding anything that may be contained  herein to the contrary, Owner may terminate this Agreement at any time by giving Manager thirty  (30) days written notice thereof upon a determination of gross negligence, willful misconduct or  bad acts of Manager or any of its employees. If Owner or Manager shall materially breach its  obligations hereunder. and such breach remains uncured for a period of 30 days after written  notification of' such breach. the party not in breach hereunder may terminate this Agreement by  giving written notice to the other. Any notice given pursuant to this Article 4. shall be sent by  certified mail.         Section 4.4  Duties on Termination.  Upon  any termination of this Agreement as  contemplated in Section 4.4, Manager shall be entitled to receive all compensation and  reimbursements. if any. due to Manager through the date of termination. Within 30 days after any  termination, Manager shall deliver to Owner's Representative. the report required by  Section 3. I 3(a) for any period not covered by such a rcp011 at time of tennination. and within 30  days atier any such termination. Manager shall deliver to Owner's Representative. as required by  Section 3. l 3(b). the statement of cash flow for the Fiscal Year or portion thereof ending on the  date of termination. In addition. upon termination of this Agreement for any reason. i'vlanager will  submit to Owner within 30 days after termination any reports required hereunder. all of the cash  and bank accounts of the Property. including. without limitation. the Security Deposit Account.  investments and records. Manager will, within 30 days after termination. tum over to Owner all  copies of all books and records kept for the Property. If Manager desires to retain records of the  Property. Manager must reproduce them at its own expense.                                            11  





 






                                   ARTICLE 5       PROCEDURES FOR HANDLING RECEIPTS AND OPERATING CAPITAL         Section 5.1  Securitv Deposits. Manager shall collect. deposit. hold. disburse and pay  security deposits as required by applicable State law and all other applicable laws. and in  accordance with the terms of each tenant's lease. The amount of each security deposit will be  specified in the tenant's lease. Security deposits shall be deposited into a separate non-intcrest­ bearing account unless otherwise required by law (the ·'Security Deposit Accounf") at a  Depository selected by Manager and approved by Owner. For so long as any such security  deposit(s) are refundable. unless Owner informs rvlanager in writing that it intends to hold the  Security Deposit Account. the Security Deposit Account may be established in the name of the  Manager acting in its capacity as manager pursuant to this Agreement and held separate from  all  other Manager's funds and accounts. If such account is held by Manager. only representatives of  Manager acting in their capacity as representatives of the Manager pursuant to this Agreement will  be signatories to this account. Upon such time that any security dcposit(s) shall become non­ refundable and property of the Owner. such security deposit(s) shall immediately be transferred to  an account in the name of the Owner. To the extent possible, the Security Deposit Account shall  be fully insured by the Federal Deposit Insurance Corporation (FDIC). Owner agrees to indemnify  and hold harmless Manager. and Manager's representatives. officers. directors and employees for  any loss or liability with respect to any use by Owner of the tenant security deposits that is  inconsistent with the terms of tenant leases and applicable laws.         Section 5.2  Separation of Owner's Monies. Manager shall deliver all collected rents.  charges and other amounts received in connection with the management and operation of the  Property (except for tenants· security deposits. which will be handled as specified in this  Agreement) to a Depository selected by Manager and approved by Owner.         Section 5.3  Depositorv Accounts. Except to the extent that Manager has not complied  with its obligations under Sections 2.4 and 5.2. Owner and Manager agree that Manager shall have  no liability for loss of funds of Owner contained in the bank accounts for the Property maintained  by Owner or Manager pursuant to this Agreement due to insolvency of the bank or financial  institution in which its accounts are kept. whether or not the amounts in such accounts exceed the  maximum  amount of federal or other deposit insurance applicable with respect to the financial  institution in question.         Section 5.4  Working Capital. In addition to the funds derived from the operation of  the Property, Owner shall furnish and maintain in the operating accounts of the Property such other  funds as may be necessary to discharge financial commitments required to efficiently operate the  Property and to meet all payrolls and satisfy. before delinquency. and to discharge all accounts  payable. Manager shall have no responsibility or obligation with respect to the furnishing of any  such funds. Nevertheless. Manager shall. in its capacity as Manager pursuant to this Agreement.  have the right, but not the obligation. to advance funds or contribute property to satisfy obligations  of Owner in connection with this Agreement and the Property. Manager shall keep appropriate  records to document all reimbursable expenses paid by Manager. which records shall be made  available for inspection by Owner or its agents on request. Owner agrees to reimburse Manager  upon demand for money paid or property contributed in connection with the Propc11y and this  Agreement.                                           12  





 






      Section 5.5 Authorized Signatures. Any persons from time to time designated by  Manager shall be authorized signatories on all bank accounts established by Manager pursuant to  this Agreement and shall have authority to make disbursements pursuant to the terms of' this  Agreement from such accounts. Funds mav be withdrawn from all bank accounts established by  M7inager. in accordance with this Article 5:only upon the signature ofan individual who has been  granted that authority by Manager and funds may not be withdrawn from such accounts by Owner  unless Manager is in default hereunder.                                   ARTICLE 6                               MISCELLANEOUS         Section 6.1 Assignment. Upon 30 days written notification. Owner may assign its  rights and obligations to any successor in title to the Properly and upon such assignment shall be  relieved of all liability accruing after the effective date of such assignment. This Agreement may  not be assigned or delegated by Manager without the prior written consent of Owner. which Owner  may withhold in its sole discretion. Any unauthorized assignment shall be null and void ab initio.  and shall not in any event release Manager from any liabilities hereunder.         Section 6.2 Notices. All notices required or permitted by this Agreement shall be in  writing and shall be sent by registered or certified mail. addressed in the case of Owner to STAR  Oasis. LLC. 18100 Von Karman Avenue. Suite 500. Irvine. CA 92612. Attention: Kevin Keating:  and in the case of' Manager to Steadfast Management Company. Inc .. 18100 Von Karman Avenue.  Suite 500. Irvine. CA 92612. Attention: Christopher Hilbert. or to such other address as shall.  from time to time. have been designated by written notice by either party given to the other party  as herein provided.         Section 6.3 Entire Agreement. This Agreement shall constitute the entire agreement  between the parties hereto and no modification thereof shall be effective unless in writing executed  by the parties hereto.         Section 6.4 No Partnership. Nothing contained in this Agreement shall constitute or  be construed to be or create a partnership or joint venture between Owner. its successors or assigns.  on the one part. and Manager. its successors and assigns. on the other part.         Section 6.5 No Third Partv Beneliciarv. Neither this Agreement nor any part hereof'  nor any service relationship shall inure to the benefit of any third party. to any trustee in  bankruptcy, to any assignee for the benefit of'creditors. to any receiver by reason of insolvency. to  any other fiduciary or officer representing a bankrupt or insolvent estate of' either party. or to the  creditors or claimants of such an estate. Without limiting the generality of the foregoing sentence.  it is specifically understood and agreed that such insolvency or bankruptcy of' either party hereto  shall. at the option of the other party. void all rights of such insolvent or bankrupt party hereunder  (or so many of such rights as the other party shall elect to void).         Section 6.6 Severabilitv. If any one or more of the provisions of' this Agreement. or  the applicability of any such provision lo a specific situation. shall be held invalid or  unenforceable. such provision should be modified to the minimum extent necessary to make it or                                        13  





 






its application valid and enforceable. and the validity and enforceability of all other provisions of  this Agreement and all other applications or such provisions shall not be affected thereby.         Section 6.7 Captions. Pinnt! Terms. Unless the context clearly requires otherwise. the  singular number herein shall include the plural. the plural number shall include the singular and  any gender shall include all genders. Titles and captions herein shall not affect the construction of  this Agreement.         Section 6.8 Attornevs' Fees. Should either party employ an attorney to enforce any of  the provisions of this Agreement. or to recover damages for breach of this Agreement. the non­ prevailing party in any action agrees to pay to the prevailing party all reasonable costs. damages  and expenses. including reasonable attorneys· fees. expended or incurred by the prevailing party  in connection therewith.         Section 6.9 Signs. Manager shall have the right to place signs on the Property in  accordance with applicable Governmental Requirements stating that Manager is the manager and  leasing agent for the Property.         Section 6.10 Survival of Indemnities. The indemnification obligations of the parties to  this Agreement shall survive the termination or this Agreement to the extent of any claim or cause  of action based on an event occurring prior to the date of termination.         Section 6.11 Governing Law. This Agreement shall be construed under and in  accordance with the laws of the State and is fully performable with respect to the Property in the  county in which the Property is located.         Section 6.12 Competitive Properties. ivlanager may, individually or with others,  engage or possess an interest in any other project or venture of every nature and description.  including but not limited to. the ownership. financing. leasing. operation. management. brokerage  and sale of real estate projects including apartment projects other than the Property. whether or not  such other venture or projects are competitive with the Property and Owner shall not have any  claim as to such project or venture or to the income or profits derived therefrom.         Section 6.13 Set Off. Without prejudice to Manager's right to terminate this Agreement  in accordance with the terms of this Agreement. Manager may at any time and without notice to  Owner. set off or transfer any sums held by Manager for or on behalf of Owner in the accounts  (other  than the Security Deposit Account) maintained pursuant to this Agreement in or towards  satisfaction of any of Owner's liabilities to Manager in respect of any sums due to Manager under  this Agreement.         Section 6.14 Notice of Default. Manager shall not be deemed in default under this  Agreement, and Owner's right to terminate Manager as a result of such default shall not accrue.  until Owner has delivered written notice of default to Manager and Manager has failed to cure  same within 30 days from the date of receipt of such notice.         Section 6.15 Counterparts. This Agreement may be executed in two or more  counterparts. each of which shall be deemed to be an original.                                        14  





 






            This Property Management Agreement is hereby executed by duly authorized  representatives of the parties hereto as of the Effective Date,     O\VNER:                     STAR OASIS, LLC,                               a Delaware limited liability company                                By:    MAl~AGER:                    STEADFAST MANAGEMENT COMPANY, INC.,                               a California corporation                                B·l/~~--11liam"c.  Stoll, 'vice President                                        15  





 






                                    EXHIBIT A                       ESTIMATED PASS-THROUGH AMOUNTS   Benefits Administration                                  3.0% of total employee costs  IT Infrastrncture. Licenses and Support                  At cost and expense  Marketingffraining/Continuing Education                  $20.00 p.u.p.y.                                            16  





 






                                 EXHIBIT B                                 THE PROPERTY   The Oasis Apartments is located at 1495 Farnham Point, Colorado Springs, Colorado. in the  County of El Paso. and described as follows:   The Property is comprised of Sixteen 2 and 3-story buildings with 252 units. Site amenities  include clubhouse. 24 hour fitness center. swimming pool. hot tub. and a business center. It is  situated on 15.13 acres and it was built in 1997.                                         17