exv10w12







Exhibit 10.12




PROPERTY MANAGEMENT AGREEMENT




     THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into
as of August 11, 2010 (the “Effective Date”), by and between SIR LINCOLN TOWER, LLC, an
Illinois limited liability company (“Owner”), and STEADFAST MANAGEMENT CO., 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 Han” has the meaning given in
Section 3.11 (a).



     “Capital Budget” has the meaning given in Section 3.1 l(a).



     “Depository” 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 1 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



1









 




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.



     “Property” means the multifamily apartment project listed and described on
Exhibit A attached hereto and made a part hereof.



     “Security Deposit Account” has the meaning given in Section
2.3.



     “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 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 (“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 Kyle Winning. 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 of 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 on behalf of
Owner. 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 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 of the
judgment, experience, 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 forth herein and such other services as may be requested by Owner in managing,
operating, maintaining and servicing the Property.



ARTICLE 3

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 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 incurred by Manager on behalf of Owner
in connection with the management and operation of the Property, including but not limited to all
compensation payable to the employees at the Property and identified in the Operating Budget and
taxes and assessments payable in connection therewith and reasonable 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 incurred 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
headquarters and other Manager office sites other than the property management office located at
the Property (i.e., office expenses, long distance phone calls, employee training, postage,
copying, supplies, electronic data processing and accounting





3












 




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 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 Payment 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 after receipt
of written notice for payment thereof.



     Section 3.3 Employment 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



4









 




reimbursable expenses of Manager. Manager may allow its employees who work at the Property and
provide services to the Property after normal 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 Utility and Service Contracts. Manager shall make, at Owner’s expense and
in Owner’s name or in Manager’s name, as agent for Owner, 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. In Owner’s name or in Manager’s name, as agent for Owner, and at Owner’s expense, Manager
shall also place orders for such equipment, tools, appliances, materials, and supplies as are
reasonable and necessary to properly maintain the Property, Owner agrees to pay or reimburse
Manager for all expenses and liabilities incurred by reason of this Section provided that such
amounts are in accordance with the Operating Budget.



     Section 3.5 Maintenance and Repair of. Property. Manager shall use its 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 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 ($5,000.00) unless
authorized in writing by Owner’s Representative, excepting, however, that emergency repairs
immediately necessary for the preservation and safety of the Property or to avoid the suspension of
any service to the Property 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 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 Capital Improvements or Major Repairs.
When requested by Owner in writing or set forth in an Approved Business Plan, Manager, at Owner’s
expense and in Owner’s name or in Manager’s name, as agent for Owner, shall 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. In such events, Manager may negotiate contracts with all necessary
contractors, subcontractors, material men, suppliers, architects, and engineers on behalf of, and
in the name of, Owner, and may compromise and settle any dispute or claim arising there from on
behalf of and in the name of Owner; 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 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 Manager under this Agreement), Owner acknowledges that Manager, or an affiliate of
Manager, may bid on any such work, and that Manager, or an affiliate



5









 




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 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 Manager hereunder. For the
purposes of this Agreement, the term “Major Capital Improvements” shall mean work having an
estimated cost of $25,000 or more. 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.





	 	 	Section 3.7 Insurance.





          (a) Owner Requirements. Owner agrees to maintain all forms of insurance required by law or
any loan documents covering the Property and as reasonably deemed by Owner to be necessary or
needed 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.



          (b) Manager Requirements. Manager agrees to maintain, at its own expense, public liability
insurance in an amount not less than Three Million Dollars ($3,000,000) and all other forms of
insurance required by law or any loan documents covering the Property and as reasonably deemed by
Owner and Manager to be necessary or needed to adequately protect Owner and Manager, including but
not limited to workers compensation insurance, professional liability, employee practices, and
fidelity insurance. 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 of proofs of loss, the adjustment of losses, signing of
receipts and 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.



6









 





          (c) Loss or Liability Claims. Owner and Manager mutually 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 injury 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 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, loss or liability in or about the
Property. Nevertheless, in the event such insurance proceeds are insufficient 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 the 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) Manager Indemnity. Notwithstanding anything contained in this
Agreement to the contrary, Manager shall indemnify and hold harmless Owner, and its
representative subsidiaries, affiliates, officers, directors, employees, agents or independent
contractors, from all demands, claims, actions, losses, liabilities or expenses that are not
covered
by insurance and which is determined to have resulted from the gross negligence, willful
misconduct or breach of this Agreement by Manager in connection with the performance of its
duties and obligations under 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 due Owner with respect to the Property in the ordinary course of business, provided that
Manager does not guarantee the creditworthiness of any tenants, users, lessees or concessionaires
or collectability of accounts receivable from any of the foregoing. Owner authorizes Manager to
request, demand, collect, receive and receipt for all such rent and other charges and to institute
legal proceedings in the name of Owner, and at Owner’s expense, for the collection thereof, and
for the dispossession of tenants and other persons from the Property 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 referred to in Section 5.2 herein.



7









 





     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 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 Property 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, Manager 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. 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 uncollectible, 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 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 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. On or before November 1 of 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



8









 




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 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 Property 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, 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 Manager’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 are maintained as the property of Owner.




9












 





     Section 3.13 Financial Reports.



          (a) Monthly Reports. On or before the tenth day of each month during the term of this
Agreement, Manager shall deliver or cause to be delivered to Owner’s Representative a statement
of 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 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 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.
Owner acknowledges that Manager does 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 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 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 Manager for expenses incurred thereby. Manager shall promptly, and in no event
later than 72 hours from, the time of receipt, notify Owner’s Representative in writing of all such
orders or notices. 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.



10









 





ARTICLE 4

MANAGER’S COMPENSATION, TERM




     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
Three and One-half Percent (3.5%) of Gross Collections for such month. The Management Fee shall not
be subject to off-sets and charges unless agreed upon by the parties.



     Section 4.2 Term. This Agreement shall commence on the Effective Date, and shall
thereafter continue for a period of one (1) year from the Effective Date, unless otherwise
terminated as provided herein. Thereafter, if neither party gives written notice to the other at
least 30 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, with or without grounds or cause therefor, Owner may terminate this Agreement at
any time by giving Manager thirty (30) days written notice thereof; provided, however, upon a
determination that this Agreement may be terminated for cause due to the gross negligence, willful
misconduct or bad acts of Manager or any of its employees, Owner may immediately
terminate with contract by giving Manager five (5) days written notice thereof. 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 this Section 4.4, Manager shall be entitled to receive all compensation and
reimbursements, if any, due to Manager through the date of termination. If Owner or Manager shall
materially breach its obligations hereunder, and such breach remains uncured for a period of 10
days after written notification of such breach, the party not in breach hereunder may terminate
this Agreement by giving written notice to the other. Within 30 days after any termination,
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 of termination, and within 30 days after any such
termination, Manager shall deliver to Owner’s Representative, as required by Section 3.13(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, Manager 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, 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.



ARTICLE 5

PROCEDURES FOR HANDLING RECEIPTS AND OPERATING CAPITAL




     Section 5.1 Security 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 will be deposited at the direction of Owner
into a separate interest-bearing account (the “Security Deposit Account”) at a Depository selected



11









 




by Owner. The Security Deposit Account shall be established in the name of the Owner and held
separate from all other of Manager’s funds and accounts, unless the Owner informs Manager, in
writing that it intends to hold the Security Deposit Account. If such account is held by Manager,
only representatives of Manager will be signatories to this account. 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 designated by Owner.



     Section 5.3 Depository Accounts. Except to the extent that Manager has not complied
with its obligations under Section 2.3(c), 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 have the right, but not the obligation,
to advance funds or contribute property on behalf of Owner 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 Property and this Agreement.



     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 from such accounts. Funds may be
withdrawn from all bank accounts established by Manager, in accordance with this Article 5, only
upon the signature of an 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 Property and upon such assignment shall be



12









 




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. Manager shall assign or provide a security interest in this
Agreement at the request of Owner, its lenders or investors. 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 SIR
Lincoln Tower, LLC, 18100 Von Karman Avenue, Suite 500, Irvine, CA 92612, Attn: R. Kyle Winning;
and in the case of Manager to Steadfast Management Company, Inc., 4343 Von Karman Avenue, Suite
300, Newport Beach, CA 92660, Attention: Ana Marie del Rio, 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 Party Beneficiary. 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 Severability. 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 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 of this Agreement.



     Section 6.8 Attorneys’ 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,



13









 




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 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
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.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




14









 









This Property Management Agreement is hereby executed by duly authorized
representatives of the parties hereto as of the Effective Date.



	 	 	 	 	 
	OWNER:  	SIR LINCOLN TOWER, LLC

an Illinois limited
liability company



By:   Steadfast Income Adviser, LLC, its Manager

 	 
	


	 	By:  	 Dinesh Davar	 
	 	 	Name:  	 Dinesh Davar	 
	


	 	 	Title:  	 Manager	 
	 



	 	 	 	 	 
	MANAGER:  	STEADFAST MANAGEMENT CO., INC.

 	 
	 	By:  	 Ana Marie Del Rio	 
	 	 	Name:  	 Ana Marie Del Rio	 
	 	 	Title:  	 Vice President	 



15









 






	 	 	 	 	 



EXHIBIT A




THE PROPERTY


A 17-story apartment building located in downtown Springfield, Illinois, comprised of 190
apartment units and 8,700 square feet of office space (10 suites); 191 parking spaces, consisting
of 149 spaces below ground in the garage and 42 surface level spaces.