ex1029ridgecrossassgnmto






                                                                        EXHIBIT 10.29                                                 Freddie Mac Loan Number: 504021389                                                     Property Name: Ridge Crossings                ASSIGNMENT OF l.WANAGEMENT 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  RIDGE   CROSSINGS,   LLC,  a  Delaware limited liability company  ("Borrower"), PNC BANK,  NATIONAL   ASSOCIATION,    a national banking association  ("Lender"), and STEADFAST MANAGEMENT CO!VIPANY,      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 ofM,magement 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 Property Manager nor Borrower is in default under any of the terms,              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 Property 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 ifthere 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 terminate the Management        Agreement witl1out 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 Management Agreement and  Subordination ofl\Ianagemcnt 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 conformity 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 witl1 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 terminated.  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:                Ifto Lender:        PNC Bank, National Association                                   26901 Agoura Road, Suite 200                                    Calabasas Hills, California 91301                                   Attention: Loan Servicing Manager    Assignment of Management Agreement and  Subordination of Management Fees                                          Page 3  





 






            If to Borrower:      ST AR Ridge Crossings, LLC                                   c/o Steadfast Companies                                   18100 Von Karman Avenue, Suite 500                                   Irvine, California 92612                                   Attention - General Counsel: Ana Marie del 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 sin!,'lllar, 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 Management Agreement and  Subordination of l\Ianagemcnt 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 Assigrunent contains the entire agreement among the parties as        to the rights granted and the obligations assumed in this Assignment.   16.  No  \Vaiver; 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 performance 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 Assigrunent 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 determination, 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                                          Page5  





 






      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.                             [ENO OF PAGE- SIGNATURES TO FOLLOW]    Assignment of Management Agreement and  Subordination ofM:magement Fees                                          Page6  





 






                                      BORRO\VER:                                         STAR   RIDGE CROSSINGS, 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 ofl\lanagement Fees                                          Page S-1  





 






                                        LENDER:                                           PNC   BANK, NATIONAL ASSOCIATION,         a                                              national banking association    Assignment of Management Agreement and  Subordination of Management Fees                                                PageS-2  





 






                                            PROPERTY MANAGER:                                              STEADFAST MANAGEMENT             COi.YIPANY,                                                 INC., a California corporation                                               By:     ~e                                                 Name:   Ana Marie de! Rio                                                 Title:  Secretary    Assignment ofIHnuagement Agreement and  Subordination of l\fanagement Fees                                                    Page 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;              Q!: amended er assignee! ether than JlUrsuant le this Assignmeet. There are no              assignments of the 1"Ianagement 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 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; 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                                       PagcA-1  





 






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





 






                 PROPERTY !VIA~AGEIVIENT AGREE!VIENT          THIS  PROPERTY   MANAGEMENT       AGREEMENT     (this ·'Agreement") is made and   entered into as of May 28, 2015 (the ·'Effective Date..  ), by and between STAR RIDGE   CROSS!l\GS,  LLC,  a Delaware  limited liability company ('·Owner..  ), and STEADFAST   MANAGE:v!ENT COMP,\NY, INC., a California corporation (..  Manager'").                                       ARTICLE    I                                     DEFINITIOJ'\S          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).          "'Depositorv•· 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 or  each calendar year, or such other fiscal year as determ inecl 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 apat1ment 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 Prope1ty; 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  





 






dale 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.          "iVlanager'' has the meaning given in the introductory paragraph.          "Operating Budget" has the meaning given in Section 3.1 l(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'.          "Property'' means the multifamily apartment project listed and described on Exhibit B  attached hereto and made a patt hereat:          "Securi!Y Deposit Account" has the meaning given in Section 5.1.         "State" means the state in which the Property is located.                                       ARTICLE 2            APPOINTMENT OF AGENCY AND RENTAL RESPONSIBILITY         Section 2.1  Appointment.   Owner  hereby appoints Manager and r-.,tnnager 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 tn jl,,Janager that Owner owns  fee simple title to the Property with all requisite autho1ity lo hereby appoint Manager and to enter  into this Agreement.                                                    ·         Section 2.2  Owner's Rcpresentath·c. Owner shall from time to time designate one or  more persons to serve as Owner's representative ("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 ellective upon Manager's receipt or written notice idcntitYing the new Owner's  Representative.                                             2  





 






       Section 2.3  Leasing. :-.1anager shall perfonn all promotional, leasing and management  activities required to lease apmtmcnt units in the Property. Throughout the term of this Agreement,  Manager  shall use its diligent efforts to lease apatiment units in the Property. Manager shall  advettise the Propetty, prepare and secure advertising signs, space plans, circulars, marketing  brochures and other forms of adve1tising. Owner hereby authorizes Manager pursuant to the terms  of this Agreement to advertise the Property in conjunction with institutional adve1tising 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 Prope1ty or po1tions 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. Manager 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 property management services. In no event  shall the scope or quality of services provided by Manager for the Properly hereunder be less Lhan  those generally pcrfonned by professional property managers of similar propettics in the market  area where the Property is located. Manager shall make available to Owner the full benefit of the  judgment, expcticnce, and advice of the members and employees of Manager's organization with  respect to the policies to be pursued by Owner in operating the Property, and will perform the  services set fmth herein and such other services as may be requested by Owner in managing,  operating, maintaining and servicing the Propc1ty.                                       ARTICLE3                    SERVICES TO    BE PERFORMED      BY MAl'iAGER          Section 3.1  Expense of Owner. All acts perfonned by Manager in the performance of'  its obligations under this Agreement shall be performed as an independent contractor of' 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 specifically 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 incu1,-cd by :-.1anager, 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 Prope1ty 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 hereof; all utilities and  related services, all on-site overhead costs and all other costs reasonably incu11"cd by Manager in  the operation and management of the Property, excluding, however, all of Manager's general  overhead costs, including without limitation. all expenses incurred at Manager's corporate  hcadqua1tcrs and other Manager office sites other than the property management otlicc 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 reporting expenses for services  included among 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 lo Manager for its  services hereunder.         Manager may use employees nonnally assigned to other work centers or paii-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 Prope1ty.  A property manager or business manager at the Prope1iy and any other persons perfonning  functions substantially similar to those ofa 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 ti.mds 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 perfonnance 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 :vlanager 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 autho1ity hereunder.         Section 3.2 Covenants Concerning Pavmcnt 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 live days after  receipt of written notice for payment thereat:         Section 3.3 Emplovment 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 prope11y 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 tcnnination 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 arc 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 Lo be reimbursable  expenses of Manager. Manager may allow its employees who work at the Property and provide                                       4  





 






 services to the Property after nomrnl business hours, to reside at the Property for reduced rents (or   rent 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 ivlanagcr   pursuant to this  Agreement, at Owner's expense, enter into contracts for water, electricity, gas,   fuel, oil, telephone, vermin extennination, trash removal, cable television, security protection and   other services deemed by Manager to be necessary or advisable for the operation of the Property.   iv!anager shall also, in its capacity as Manager to this Agreement, at Owner's expense, place orders   for such equipment, tools, appliances, materials, and supplies as are reasonable and necessary to   properly maintain the Prope1ty. Owner agrees to pay or reimburse Manager for all expenses and   liabilities incun-ed by reason of this Section provided that such amounts are in accordance with the   Operating Budget.          Section 3.5  Maintenance and Repair of Propertv. 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 nomrnl 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 (55,000.00)  unless authorized in writing by Owner's Representative. except. however, that emergency repairs  immediately necessary for the preservation and safety of the Property or to avoid the suspension  of any service to the Prope1iy or danger of injury to persons or damage to property may be made  by Manager without the approval of Owner'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 ofliability to tenants or other  persons.  Manager  shall not he 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, 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 Manager  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, lvlanager may, in its  capacity as Manager pursuant to this Agreement, negotiate contracts with all necessary contractors,  subcontractors, materialmen, 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 Manager 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 Prope1ty where such work is being pcrfonncd to such supervisory work  (and such assignment shall not reduce or abate any other fees or compensation owed to :Vlanager                                            5  





 






under  this Agreement). For the purposes of this Agreement. the tem, ''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 Manager, or an affiliate of Manager, may be selected to perform part or all of  the work; provided that if' Manager desires to select itself, or its affiliate to do any work, it shall   first notify Owner ofthe terms upon which it, or its affiliate, proposes to contract for the work, and  tenns 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 duys   to disapprove Manager, or its affiliate, and to request perfomiance by an independent contractor.   Only Owner shall have the power to compromise or settle any dispute or claim arising from work   perfotmcd 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 Manager hereunder.          Section 3. 7 Insurance.                (a)    Owner Requirements.   Owner agrees to maintain all fonns of insunmce   required by law or by any loan requirements for the Properly 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 appcaiing 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 shat I 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 fom1s of insurance required by law and as otherwise deemed by Owner and Manager 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 ofrequired insurance to Owner and lo name Owner as   an additional insured on appropriate policies.                 Manager shall use its diligent efforts to investigate and make a written report lo the   insurance company as to all accidents, claims for damage relating to the ownership, operation and   maintenance of the Property, any damage or destrnction to the Property und 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   tenns of the insurance policy in vol vcd. With the prior written approval of Owner, lvlanager is   authorized to settle any and all claims against insurance companies arising out of any policies,   including the execution of 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 ofS5,000   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 Manager mutually ai,~·ee 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 injury to person or damage to prope11y, 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 perfo1111ance of this   Agreement. Except for claims that are covered by the indemnity contained in Section 3. 7(d) below,   Owner agrees that Owner's insurance shall be primary without right of subrogation against   Manager with respect to all claims, actions, damage, Joss or liability in or about the Prope11y.   Neve11heless, in the event such insurance proceeds arc insufficient to satisfy (or such insurance   docs not cover) the demand, claim, action, loss, liability or expense, Owner ai,,,-ccs, at its expense,   to indemnify and hold Manager and its subsidiaries, affiliates, officers, directors, employees,   agents or independent con!ructors hannless 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, indemnity, and hold harmless Manager and its representative  subsidiaries, affiliates, officers, directors, employees, agents or independent contractors from and  against all claims, demands, or legal proceedings (including expenses and reasonable attorney's  fees incmTed 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 tvlanager's gross negligence or willful misconduct. Manager shall defend,  indemnify, and hold harmless Owner and its representative subsidiaries, affiliates, officers,  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 te1111ination 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 Propc11y and otherwise                                        7  





 






 due Owner with respect to the Prope1ty 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 auth01izes 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 Owner's expense, for the  collection thereof, and for the dispossession of tenants and other persons from the Properly or to  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 refctTcd 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 ( 1) Manager'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 Propctiy, (2) the amounts reimbursable to Manager under this  Agreement, (3) the amount of all real estate taxes and other impositions levied by approptiate  authorities with respect to the Property which, if not escrowed with any mortgagee, shall be paid  upon specific wtitten direction of Owner before interest begins to accrue thereon; and (4) amounts  otherwise due and payable as operating expenses of the Property authorized to be inctmed under  the terms of this Agreement.                (b)   Debt Service. The provisions of this Section 3.9 regarding disbursements  shall include the payment ofdcbl service related to any 11101tgages of the Property, unless otherwise  instructed in wtiting by Owner.                (c)   Third  Parties. All costs, expenses, debts and liabilities owed to third  persons that arc incun-ed by Manager pursuant to the tcnns 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 lo  Section 5.2 with which to promptly pay the bills due and owing, Manager will request that the  necessary additional funds be deposited by Owner in an amount sufficient to meet the sh01tfall.  Owner will deposit the additional funds requested by ;vfanager within five days.                (d)   Other  Prnvisions.  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  Maintcmmce   of Premises. Manager  agrees that it will not  knowingly permit the use of the Property 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 Propc1ty.  Manager shall use its good faith efforts to secure substantial compliance by the tenants with the                                            8  





 






 tern1S and conditions of their respective leases. All costs of c01Tecting or complying with, and all   fines payable in connection with, all orders or violations affecting the Property 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 of each Fiscal Year   during the tcrn1 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 "Annual   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 Property for such Fiscal Year (the ·'Capital   Budget").               (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 foils to provide an effective notice   disapproving a proposed Annual Business Plan within such 20-day pe1iod, 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 Y car. Manager shall not be deemed to have made any guarantee, wa1rnnty 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, vaiiables 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 Propetty 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 ( l 0%) or $25,000, whichever is  greater, in any one accounting category for the cun-ent 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. ivlanager shall maintain al 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, con-espondcnce,  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 light 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 Manager"s cost and expense, at all reasonable times dming 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 are maintained as the property of Owner.          Section 3.13 Financial Reports.               (a)   Monthly Reports. On or before the fifteenth (151h) day of each month   during the tenn of this Agreement. i\fanager shall deliver or cause to be delivered to Owner·s   Representative a statement of cash flow for the Prope1ty (on a cash and not an accrual basis) for   the preceding calendar month. All notices from any mortgagee claiming any default in any   mmtgage on the Property, and any other notice from any mortgagee not of a routine nature, shall   be promptly delivered by Manager to Owner"s Representative.               (b)   Annual Reports. Within 45 days after the end of each Fiscal Year,   Manager shall deliver to Owner's Representative a statement or cash flow showing the results of   operations for the Fiscal Y car or portion thereof during which the provisions of this Agreement   were in effect.               (c)   Emplovee Files. Manager shall execute and file punctually when due nil   forms, repo1ts 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 pa)~nent 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 Property 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 affinncd its intention to contest and promptly institute proceedings  contesting any such order or requirement. It; 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 tight, but not the obligation, to cause the same to be complied with and Owner agrees to  indemnify and hold iv!anager hannlcss for taking such actions and to promptly reimburse Manager  for expenses incmTed thereby. Manager shall promptly, and in no event later than 72 hours from                                        IO  





 






 the time ofrcceipt, 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 oflaw, or for anything   that it may do or refrain from doing, except in cases of willful misconduct or gross negligence of   Manager.                                    ARTICLE4                       MANAGER'S COMPENSATION. TER!vl          Section 4.1 Fees Paid to Manager. Commencing on the date hereof, Owner shall pay   to Manager a fee (the ·'Management Fee''), payable monthly in arrears, in an amount equal to   Two and Seventy-five Hundredths Percent (2.75%) of Gross Collections for such month. The   Management Fee shall not be subject to oIT-sets and charges unless agreed upon by the parties.   Pass-Through Amounts shall be collected monthly by Manager, 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. Thereafter, if neither patiy 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 he contained   herein to the contrary, Owner may terminate this Agreement at any time by giving Manager thhiy   (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 tenninate this Agreement by   giving written notice to the other. Any notice given pursuant to this A11iclc 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 entitlcd to receive all compensation and  reimbursements, if any, due to Manager through the date oftem1ination. Within 30 days after any  tem1ination, Manager shall deliver to Owner's Representative, the report required by  Section 3.13(a) for any period not covered by such a report at time oftcnnination, and within 30  days after any such tcm1ination, ;\,lanager shall deliver to Owner's Representative. as required by  Section 3. l 3(h ), the statement of cash flow for the Fiscal Y car or portion thereof ending on the  date of termination. In addition, upon tennination of this Agreement for any reason, Manager will  submit to Owner within 30 clays 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. ::vlanagcr will, within 30 days aller tcnnination, turn 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 Sccuritv Deposits. Manager shall collect, deposit, hold. disburse and pay  secmity deposits as required by applicable State law and all other applicable laws, and in  accordance with the tenns of each tenant's lease. The amount or each security deposit will be  specified in the tenant's lease. Security deposits shall be deposited into a separate non-interest­ bearing account unless otherwise required by law (the "Security Deposit Account") at a  Depository selected by Manager and approved by Owner. For so long as any such security  deposit(s) are refundable, unless Owner informs Manager in writing that it intends to hold the  Security Deposit Account, the Secu1ity 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 lo this account. lipon such time that any security dcposit(s) shall become non­ refundable and property of the Owner, such security deposit(s) shall immediately be transfctTcd 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 indemnity  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 secmity deposits that is  inconsistent with the terms oftcnant 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 or the  Propcny (except for tenants' security deposits. which will be hamlled as spccilied in this  Agreement) to a Depository selected by Manager and approved by Owner.        Section 5.3 Depository 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 Prope1iy 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 \Vorking Capital. In addition lo the fhnds 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. Neve11helcss, 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 approp1iatc  records to document all reimbursable expenses paid by !vlanager, which records shall be made  available for inspection by Owner or its agents on request. Owner agrees to reimburse iv!anager  upon demand for money paid or property contiibuted in connection with the Property and this  Agreement.                                       12  





 






       Scction 5.5 Authorized Signatures. Any persons from lime to time designated by   Manager shall be authorized signatories on all bank accounts established by Manager pursuant to   this Agreement and shall have authority lo make disbursements pursuant lo the terms of this   Agreement from such accounts. Funds may be withdrawn from all bank accounts established by   iv!anager, 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 hy Owner   unless 1vlanager is in default hereunder.                                    ARTICLE 6                                MISCELLANEOUS          Section 6. I Assignment. Upon 30 days Wlitten notification, Owner may assign its   rights and obligations to any successor in title to the Prope1iy 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 inirio,   and shall not in any event release :\1anager from any liabilities hereunder.          Section 6.2 Notices. All notices required or pc1111illed by this Agreement shall be in   writing and shall be sent by registered or certified mail, addressed in the case of Owner to ST AR   Ridge Crossings, LLC, 18100 Von Kannan Avenue, Suite 500, Irvine, CA 92612, Attention:   Kevin Keating; and in the case of Manager to Steadfast I'vlanagemcnt Company, Inc., I 8100 Von   Kannan Avenue, Suite 500,  Irvine, CA 92612, Attention: Christopher Hilbert, or to such other   address as shall, from time to time, have been designated by wlitten 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 Bencficiarv. Neither this Ai,rreement nor any part hereof  nor any service relationship shall inure lo the benefit of any third party, to any trnstee 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 banktuptcy of either pat1y 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 pm1y shall elect to void).         Section 6.6 Sevcrabilitv. If any one or more of the provisions of this Agreement, or  the applicability of any such provision to 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 of such provisions shall not be affected thereby.         Section 6. 7 Captions, Plural 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 or  this Agreement.         Section 6.8 Attorneys' Fees. Should either patty employ an attorney to enforce any of  the provisions of this Agreement, or lo recover damages for breach of this Agreement, the non­ prevailing party in any action agrees to pay to the prevailing pmty all reasonable costs, damages  and expenses, including reasonable attorneys' Ices. expended or incurred by the prevailing party  in connection therewith.         Section 6. 9 Signs. iv!anagcr shall have the right to place signs on the Propetty in  accordance with applicable Governmental Requirements stating that Manager is the manager and  leasing agent for the Property.         Section 6.10 Survival of lnclcmnities. The indemnification obligations of the parties to  this Agreement shall survive the termination of 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. Manager 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 ofreal estate projects including apartment projects other than the Propetty, 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 lo \1anager's right to terminate this Agreement  in accordance with the tenns 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 Secutity 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 tenninate 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 clays from the date of receipt of such notice.        Section 6.15 Counterparts. This Agreement may be executed in two or more  counterpaits, 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.                                    STAR  RIDGE CROSSINGS, LLC,                                  a Dclawurc limited liability company                                  By:    Steadfast Apartment Advisor, LLC. its Mnnngcr    MANAGER:                       STEADFAST MANAGEMENT COMPANY, INC.,                                 a California corporation                                  By:._&+-'.~-,dLL--~~-·~,,-·~;   ___                                       Ana Marie del Rio, Vice President                                            15  





 






                                     EXHIBIT A                        ESTIMATED     PASS-THROUGH     AMOUNTS    Benefits Administration                                  3.0% of total employee costs   IT Inrrastrncture, Licenses and Supp011                  At cost and expense  l\'1arketing/Training/Continuing Education                $20.00 p.u.p.y.                                             16  





 






                                     EXHIBIT B                                    THE  PROPERTY    Ridge Crossings Apaiiment Homes is located at I 00 Tree Crossings Parkway, Birmingham.  Alabama, in the County of Jefferson, and described as follows:   The Property is comprised of 41 buildings with 720 units in three phases. Site amenities include  2 tennis courts, 2 pools, fitness center, racquetball court, playground, media room, and  community room.  It is situated on 86.0 acres and it was built in 1991/ 1992/1996.                                             17