Property Management Agreement



 Exhibit 10.5 
 PROPERTY MANAGEMENT AGREEMENT 
 Claremont Medical Plaza – 1601 Monte
Vista Avenue, Claremont, California 
 This Property Management Agreement ("Agreement") is made as of
January 16, 2013 ("Effective Date"), between StoneCreek Investment Corporation, a California corporation dba StoneCreek Company ("Manager") and CHP Claremont CA Owner, LLC, a Delaware limited liability company ("Owner").

 Recitals 
 Owner owns Claremont Medical Plaza, located at 1601 Monte Vista Ave., Claremont, CA 91711, a 48,984 +/- square foot medical office building (such building, together with the land upon which the building
is located, being sometimes referred to herein as the “Property”, the “Real Property”, or the “Facility”). Such building is also sometimes referred to herein as the “Improvements”. Owner desires to hire
Manager to manage the Property in accordance with the terms and conditions hereof. 
 Now therefore, the
parties, for and in consideration of the promises and mutual covenants, representations and warranties set forth in this Agreement, agree as follows: 
 1.          Appointment.  Owner hires Manager as the property manager for the Property, and Manager accepts such appointment as manager
and agrees to perform such services, all pursuant to the terms and conditions of this Agreement. 

2.         Manager Duties. 

2.1        General.  Manager, through Manager's designated
employees and agents, shall generally perform the services of a property manager in accordance with this Agreement and as determined and directed from time to time by Owner and otherwise in the scope and quality generally comparable with the
services performed by professional medical office building managers in the Claremont area. Manager shall at all times conform to policies and programs established and approved by Owner. Manager shall be subject to the direction of Owner as agreed to
at a meeting or in writing from Owner, which writing may be by email transmission. Manager shall keep Owner informed as to all matters of concern to the Property, including, but not limited to, those specific duties of Manager set forth herein.

 2.2        Specific Duties.  Without limiting the
above, Manager's duties shall include the following plus such other duties requested by Owner from time to time: 
 2.2.1     Maintenance.  Manager shall periodically inspect the Property to advise Owner of any maintenance and repairs that are necessary, and upon Owner's
direction, Manager shall supervise such maintenance and repair. Manager shall submit for bid and negotiate contracts for periodic maintenance services, and shall direct and supervise the performance of such services. 

  
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 2.2.2    Construction.  Manager shall
manage installation of tenant improvements and the maintenance and repair of the Property (including major construction, rehabilitation and betterments) and repair or replace improvements due to wear, tear and casualty, including without limitation:

 (1) selection and supervision of design and engineering consultants; 

(2) supervision of tenant improvement design and construction; 

(3) supervision of capital improvements; 

(4) the inspection of the progress of repairs and maintenance, and supervision of the verification of the materials and
labor being expended; 
 (5) obtaining the necessary receipts, releases, waivers, discharges and assurances to
keep the Property free from mechanics' and materialmen's liens and other claims; and posting and recording notices of non-responsibility in connection with construction performed by tenants; 

(6) requiring that all contractors and subcontractors performing work on the Property maintain insurance as specified by
Owner from time to time; and 
 (7) obtaining and maintaining all governmental permits and approvals necessary
for use, operation and maintenance of the Property (provided that no permit or approval creating a burden or obligation on the Owner will be enforceable without Owner's signature); and obtaining temporary and permanent certificates of occupancy for
Property tenant improvements. 
 2.2.3    Marketing and Leasing.  Subject
to Owner's direction and prior approval, Manager shall retain broker(s) to market and lease space in the Property. Manager shall negotiate leases, subject to Owner’s approved leasing guidelines, rates and assumptions, and further subject to
Owner’s final approval of all leases. Owner is required to execute all leases. Unless otherwise agreed to by Owner, Manager shall not act as a broker to conduct the above and shall not be paid any fees or commissions except as specified in
Section 4.3. 
 2.2.4    Tenant Relations.  Manager shall supervise
the moving in and out of tenants. Manager shall interface with tenants in an effort to maintain good tenant relations between tenants and Owner, and shall handle all tenant requests and complaints. Manager will assist Owner in the collection of
delinquent rents and eviction efforts if necessary, including the serving of three day notices and the like, and appearance at trial if necessary in any Owner-tenant litigation. 

2.2.5    Budget and Accounting.  Manager, with Owner’s prior approval and
direction as to the account(s) and financial institution, shall set up a bank account in Owner’s name, with Manager having signatory authority (“Account”). Owner currently designates Regions Bank, N.A. as the financial
institution for the Property Accounts. Manager shall deposit all Property rent and receipts of any type or source into the Account. Manager shall prepare periodic operating budgets for the Property for Owner's review and approval at such times as
are required 

  
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by Owner and as more particularly set forth herein (“Budget”). The Budget for each next succeeding calendar year shall be prepared by Manager and submitted to Owner for approval
no later than November 1 of each calendar year. Manager shall pay directly from the Account any and all expenditures only pursuant to the Budget (including Section 4 fees and expenses payable to Manager), provided that Manager may exceed
any specific line item in the Budget by up to 10% in the event of any reasonably determined emergency threatening imminent danger to person or property; provide that Manager shall provide Owner with an accounting thereof as soon as practical after
such emergency. Manager shall prepare and deliver quarterly and annual (and at such other times as requested by Owner) accounting reports on a cash basis along with a comparison to Budget. In addition, Manager shall timely comply with Section 3
below concerning the accounting and bookkeeping relating to the Property. 

2.2.6    Special Projects and Services.  Manager shall conduct any special
assignments as requested by Owner and not customarily within the scope of daily property management functions, subject to an approved budget for such services. Examples of such services are property tax appeals; accounting, audit, and tax
compliance; and market, financial, and Property disposition analysis. 

2.2.7    Competition.  Owner understands that Manager manages or intends to manage
other properties in the vicinity of the Property; notwithstanding the foregoing, Manager shall in no event take any action, or omit to take any action (with respect to any existing tenants in the Property) within a three (3) mile radius in any
direction from the Property that would be detrimental to Owner, specifically, soliciting tenants from the Property to move into any other building managed by Manager, or owned by an affiliate of Manager or Manager’s principals. 

2.2.8    Insurance.  Upon the written request of Owner, Manager shall procure and
maintain (or Owner shall procure and maintain as further described herein) upon commencement of manager’s services under this Agreement, as an expense of the Owner (“Operating Expense”) and with the prior approval of Owner, all
insurance policies and requirements as provided in Exhibit “A” to this Agreement. The carrier, total insurable values, and the various coverage limits of each policy of insurance must be acceptable to Owner in its commercially reasonable
discretion. Manager shall be designated as a named insured under each insurance policy procured by Manager. Such policies shall name Owner as an additional insured on liability policies and a named insured and loss payee under Property coverages.
All deductibles, legal settlements and any other costs related to claims under the insurance policies required herein shall be Operating Expenses. Upon thirty (30) days prior written notice to Manager, or immediately upon Manager’s failure
to procure the required insurance in accordance with this Agreement, Owner may elect, in its sole discretion, to procure and maintain as an Operating Expense, any of the insurance policies required and set forth under Exhibit “A”, except
for Manager’s Workers’ Compensation and Employer’s Liability insurance policies. In the event Owner elects to procure directly any of the required insurance policies, then Owner shall be the named insured under each policy and Manager
shall be included as a named insured or additional insured as appropriate in Owner’s sole discretion. Notwithstanding the foregoing, (i) the parties acknowledge and agree that except as provided in subsection (ii) below, Owner has
procured the insurance coverage required by Owner for the Property as of the Effective Date, and Owner shall 

  
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provide written notice to Manager directing Manager to obtain any required insurance coverage as described herein at such time as Owner deems necessary, and (ii) on the Effective Date,
Manager shall provide Owner with a certificate of insurance or policy evidencing Manager’s Workmen’s Compensation, Employer’s Liability and the General Liability insurance required under Section 2 of Exhibit “A”, which
General Liability insurance shall designate Owner as an additional insured thereunder as of the Effective Date. 

2.3        Independent Contractor.  Manager is acting hereunder
as an independent contractor. Subject to the terms and conditions of this Agreement, and within reasonable limits and subject to the needs of tenants and third parties doing business in and on the Property, Manager shall determine when and how to
perform Manager's services hereunder. Manager may delegate any duties hereunder to Manager's employees or agents. All payroll and related expenses for Manager's employees concerning the Property shall be incurred by Owner, as described in the
Budget. Manager, at Manager's expense, shall provide all office facilities necessary to perform Manager's duties hereunder. 
 2.4        Indemnification.  Manager indemnifies, defends, protects and holds harmless Owner from any claim, loss, cost, penalty or expense
incurred as a result of the violation of law by, or the negligence or willful misconduct of, Manager or Manager's employees and agents. Owner indemnifies, defends, protects and holds harmless Manager from any claim, loss, cost, penalty or expense
incurred as a result of: (1) the violation of law by, or the negligence or willful misconduct of, Owner or Owner’s employees, contractors and agents; (2) the ownership or operation of the Property, except as a result of Manager’s
default under this Agreement or the negligence or willful misconduct of Manager or its employees and agents. 
  

	3.	 Books, Records And Statements 


 3.1        Accounting Procedures.  Manager shall maintain, as an Operating Expense, an accounting management reporting system using MRI software in
accordance with GAAP reporting format that will duly account for all transactions relating to the Property and for all matters contemplated by this Agreement. Manager shall use the MRI system designated by Owner. Owner shall provide Manager and its
employees with such training on the use of the MRI software as is reasonably required. All accounting reports and other records shall be and remain the property of Owner; and Manager shall allow an authorized representative of Owner, with 48
hours’ notice, to examine such records and reports or any correspondence pertaining to transactions arising out of this Agreement. The accounting month shall be the calendar month. No disclosure of financial data concerning the Property
shall be made by Manager to any other persons unless specifically authorized in writing by Owner. 

3.2        Monthly Statements.  At its expense, Manager shall
prepare and furnish to Owner on or before the 8th business
day of each month (unless otherwise specified below) a written report of the operations of the Property (on an accrual basis) disclosing the results of the operations of the Property for the current month and prepared using the Owner’s standard
chart of accounts and other standardized reporting forms and lists. To comply with the timing requirements for the monthly reports, Manager may close its books with respect to the reporting 

  
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month no earlier than the 15th day of that month. Manager shall accrue through the end of the current month. Manager shall provide accounting information on or before the 8th business day of the reporting month in electronic format specified by Owner to enable maintenance of parallel
accounting books on the Owner’s system. Each report shall include, without limitation the following: 
  

	 	—	 	 Rent Roll which reconciles to the rental income per the statement of operation 



 

	 	—	 	 Income Statement 


  

	 	—	 	 Balance Sheet (trial balance sheet to be provided on or before the 5th business day of the reporting month in Excel format) 



 

	 	—	 	 Budget Comparison to Actual, including Capital Expenditures, with Variance Explanations for any variance greater than plus or minus for commercial
properties, (i) Ten Thousand Dollars ($10,000) and (ii) ten percent (10%) of any expense category line item in the Annual Budget 


  

	 	—	 	 Re-Forecast Cash Flow through Year End – Quarterly (if applicable) 



 

	 	—	 	 Check Register 


  

	 	—	 	 Accounts Payable and Accrued Expenses schedules 


  

	 	—	 	 Real Estate Tax and Insurance Schedules reconciling to the General Ledger 



 

	 	—	 	 Aged Delinquency Reports reconciling to the General Ledger along with comments on balances greater than 90 days old and any significant balances



  

	 	—	 	 Security Deposit Listing reconciling to the General Ledger 



 

	 	—	 	 Management Fee Calculation Schedule or any other payment made directly to the Manager 



 

	 	—	 	 Listing of Capital Expenditures with the Amount spent in the current month and to date versus budget 



 

	 	—	 	 Narrative on the performance of the Property and any significant activities including, but not limited to, litigation 



 

	 	—	 	 Quarterly schedule supporting the components of miscellaneous income on the General ledger including how its generated 



 

	 	—	 	 Yearly REIT checklist to be completed by manager to ensure that the income generated by the property adheres to REIT standards (if applicable)



  

	 	—	 	 Bank Reconciliations and Support 



  
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 If requested by the Owner, Manager will, for an additional reasonable fee to
be agreed upon by Manager and Owner prior to the work being performed, cooperate with and assist Owner’s firm of independent certified public accountants to prepare and certify statements of income and disbursements received and paid. The form
and content of such reports shall be as specified by Owner. 

3.3        Tax Returns.  Manager, at the request and expense of
Owner, shall cooperate with and assist a firm of independent accountants to provide the information necessary to prepare Owner’s federal and state income tax returns for the Project. 

3.4        Other Reports/Questionnaire.  Owner may make
reasonable requests from time to time for special reports regarding the Project (e.g., market studies, rental surveys, etc.). Such reports shall be promptly prepared and submitted by Manager without additional charges to Owner unless the efforts
expended therefore are materially outside the scope of this Agreement as reasonably determined by Owner and Manager, or in the event Manager incurs actual, out-of-pocket expenses regarding such special reports (in which event Manager shall be
reimbursed for such costs as an Operating Expense within fifteen (15) days of submission of invoices or receipts). In addition, upon the written request of Owner, Manager shall complete the Manager’s questionnaire substantially in the form
attached hereto as Exhibit “B” and incorporated herein, as such form may be reasonably revised by Owner from time to time. It is anticipated that Owner shall require this form once per calendar year; provided that Manager shall provide
such form at such other times as reasonably requested by Owner. 

3.5        Format.  The format for the statements provided for
in Section 3.2 shall be that which are approved by Owner in writing, such approval not to be unreasonably withheld. The operational statements provided for in Section 3.2 shall be prepared by Manager on an accrual basis in accordance with
generally accepted accounting principles modified as necessary for fair value reporting as required by Owner, consistently applied and in a form satisfactory to Owner. 

3.6        Records.  The Manager shall maintain, at
Manager’s principal office at the address set forth in Section 7.1 below, complete and accurate books and journals and orderly files, containing rental records, insurance policies, copies of all leases, contracts and other agreements,
correspondence, receipts, bills and vouchers, records of all monies received and disbursed in connection with the management of the Property and all other documents and papers pertaining directly to the Property or its operation. Upon the
termination or expiration of this Agreement, Manager shall promptly deliver such records to Owner. Upon reasonable notice and during normal business hours, Owner shall have the right to audit such records and books at Owner’s expense (unless an
error caused by the fault of Manager of greater than three percent (3%) is discovered, in which case Manager shall pay the costs of the audit). All necessary adjustments shall be paid within fifteen (15) days after the audit is received by
Owner. Manager shall keep Owner notified, by written notice, of any change in the location of all such records. 

  
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 3.7        Final
Accounting.  Upon any termination of this Agreement, each party shall continue to be liable for its respective obligations which have accrued up to and including the termination date and shall promptly pay to the other all amounts due
the other party under the terms of this Agreement. Such payment shall be made as soon after the effective date of termination as such amounts are determinable. Upon termination of this Agreement for any reason, Manager shall deliver the following to
Owner at Owner’s notice address set forth below: 
  

	 	—	 	 a final accounting, reflecting the balance of income and expenses on the Property as of the date of termination, to be delivered within fifteen
(15) days after such termination; 


  

	 	—	 	 all monies of Owner held by Manager and/or in any bank account (including, without limitation, the Operating Account) and any and all monies due
Owner which are received by Manager after termination; 


  

	 	—	 	 all keys or access cards, records, contracts, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the
Property or to this Agreement as Owner may reasonably request, to be delivered immediately. If requested in writing, Manager shall be granted reasonable access to Property records after delivery to Owner and shall be permitted to copy such records
at its expense. Manager shall assign all licenses, permits and other agreements, if any, to Owner which Manager has entered into or obtained for the benefit of Owner or the Property; and 



 

	 	—	 	 Manager shall forthwith surrender and deliver to Owner any space in the Property occupied by Manager. 



Manager shall furnish all such information and take all such action as Owner shall require in order to effectuate an
orderly and systematic termination of Manager’s duties and activities under this Agreement. Manager hereby grants a power of attorney to Owner to endorse any checks received in connection with the Property and hereby assigns to Owner effective
upon the date of such termination any and all rights Manager may have in and to the Property records. 

4.          Term.  Subject to the termination provisions set forth in
Section 5 below, the term of this Agreement shall be for three (3) years following the Effective Date . 

5.          Termination. 

5.1        General.  Owner shall have the right to terminate
this Agreement and the employment of Manager (i) in the event of a Default by Manager under this Agreement, as described below, (ii) upon the lease of all or substantially all of the Property to a master tenant or the sale or other
disposition of the Property by Owner, (iii) upon the destruction or condemnation of the Property under circumstances where the Property will not be rebuilt or (iv) if Manager files in any court pursuant to any statute either of the United
States or of any state a petition in bankruptcy or insolvency, or for a reorganization, or for the appointment of a receiver or trustee 

  
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of all or a substantial portion of Manager’s property, or if Manager makes an assignment for or petitions for or enters into an arrangement for the benefit of creditors, or if a petition in
bankruptcy is filed against Manager which is not discharged within thirty (30) days thereafter, or if Manager is dissolved or terminated by merger, consolidation or other use. Manager shall have the right to terminate this Agreement with ninety
(90) days prior written notice to Owner. 
 5.2
                       Default by Manager.  A “Default” by Manager shall occur if 

(1)       Manager shall default in timely performing or complying with any term of
this Agreement to be performed or complied with by Manager and such default shall not be remedied within the following time periods: (i) five (5) days after written notice of such default shall have been given to Manager by Owner, if the
cause or basis of such default arises by reason of the failure or refusal of Manager to make a monetary payment as such payment may become due and payable (A) from Manager to Owner under this Agreement, or (B) from Manager to a third party
if Owner has supplied Manager with funds necessary to make such payment; or (ii) fifteen (15) days after written notice of such default shall have been given to Manager by Owner, in the case of any default other than a failure or refusal
to make a monetary payment; provided, however, if Manager is exercising good faith efforts to remedy such a non-monetary default, the aforesaid fifteen (15) day period may be extended in writing for such additional period as may be deemed
reasonable by Owner in Owner’s sole discretion; 
 (2)       Manager
shall assign this Agreement or delegate its duties hereunder without the consent of Owner; 

(3)       if any material license or qualification held by Manager and necessary for
the performance of its duties or services hereunder shall be terminated or suspended, and such termination or suspension, as the case may be, is not reversed within fifteen (15) days following notice thereof by the applicable licensing
authority or Owner; 
 (4)       if Manager or any of its directors,
officers or employees shall misappropriate any funds of Owner or otherwise be guilty of gross negligence, willful misconduct, bad faith fraud, malfeasance in connection with Manager’s duties hereunder; 

(5)       if Manager shall fail to follow any lawful direction of Owner with respect
to the Property which direction complies with this Agreement and such failure shall continue for three (3) business days after written notice thereof given by Owner to Manager; 

(6)       (i) if Manager shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidation,


  
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custodian or other similar official of its or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the
foregoing; or (ii) if an involuntary case or other proceeding shall be commenced against Manager seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidate, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of ninety (90) days; or (iii) if an order for relief shall be entered against Manager under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect; or 

(7)       if there shall be a dissolution or termination of the corporate existence
of Manager by merger, consolidation or otherwise. 
 In the event of the termination of this Agreement by Owner for breach, the
right of Owner to bring suit at law or in equity for damages claimed by reason of any breach of this Agreement by Manager shall not be prejudiced. 
 5.3        Notwithstanding any termination of this Agreement, Manager’s rights to act as broker and receive a commission for the PVH Extension under Section 2.2.3,
Section 6.3(3), and the Section 7 provisions applicable thereto, shall continue through calendar year 2015, unless terminated by the mutual agreement of Manager and Owner. 

 

	6.	 Management Fees. 


 6.1        Owner shall pay Manager during the term hereof the greater of $4,500 per month or 4.5% of the gross monthly collections generated from the Property. This
fee is payable monthly in arrears within ten (10) days after the end of each month. 

6.2        Owner shall pay Manager a construction management fee equal to 5% of
all construction costs relating to tenant improvements, capital improvements, and casualty repairs. This fee is payable monthly, in arrears (with a 10% retention) within ten (10) days after the end of each month, with the retention due once all
applicable building permits are closed out, and all final lien waivers are obtained from contractors. Manager acknowledges that this construction management fee for Suites 200 and 240 is part of the tenant improvement costs referenced in the
purchase and sale agreement between Owner and Claremont Venture I, L.P, as amended. 

6.3        Owner shall pay Manager leasing commissions as follows: 

(1)         for new tenants where a landlord broker is entitled to a
commission, 1% of the aggregate base rents including tenant-reimbursed operating expenses for the term; 

  
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 (2)       3% of the aggregate base rents
including tenant-reimbursed operating expenses for the first 5 years, and 1.5% for any lease term periods thereafter for any: (i) new leases for which Owner is not required to pay Owner’s listing broker; and (ii) renewal leases and
exercised option extensions. 
 (3)       4.0% of the aggregate base rents
including tenant-reimbursed operating expenses for any extension executed by December 31, 2015 of the existing lease term by Pomona Valley Hospital Medical Center for all or any portion of its premises at the Property (“PVH
Extension”). 
 These fees are payable one-half at lease execution and one-half upon the applicable tenant occupying the
leased premises. 
 6.4        Manager shall be entitled to
reimbursement for un-reimbursed, out-of-pocket costs paid by Manager on an arm's-length basis to unrelated parties reasonably incurred pursuant to the terms and conditions of this Agreement. In addition, Owner shall reimburse Manager for reasonable
lunch expenses with tenants incurred to maintain a good tenant relationship and not more often than quarterly with any one tenant. 
  

	7.	 General Provisions 


 7.1        Notice.  All notices, elections, requests and other communication hereunder shall be in writing and shall be deemed given (a) when
personally delivered or delivered by reputable overnight courier service; or (b) three (3) business days after being deposited in the United States mail, postage prepaid; or (c) when sent by facsimile before 5:00 p.m. Pacific time on
a business day and otherwise on the next business day (as evidenced by a confirmation slip from sender’s fax machine showing the transmission date and time and recipient’s fax number) ; or (d) by email transmission. Notices shall be
addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): 
  

					
	 Manager:
	  	 StoneCreek Company

		  	 30212 Tomas, Suite 300

		  	 Rancho Santa Margarita CA 92688

		  	 Attn: Clayton M. Corwin

		  	 Phone
	 	 (949) 709-8080

		  	 Fax
	 	 (949) 709-8081

		  	 Email
	 	 ccorwin@stonecreekcompany.com

		
	 Owner:
	  	 c/o CNL Healthcare Properties, Inc.

		  	 CNL Center at City Commons

		  	 450 South Orange Ave.

		  	 Orlando, Florida 32801

		  	 Attn.: Holly J. Green, Esq.

		  	 Telecopy No.:    407-540-2544

		  	 Email:Holly.Greer@cnl.com



  
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 7.2        Entire
Agreement/Time.  This Agreement shall constitute the entire agreement of the parties. All prior or contemporaneous agreements between the parties, whether written or oral, are merged herein and shall be of no force and effect. Time is
of the essence in the performance of the terms and conditions of this Agreement. 

7.3        Amendment and Waivers.  No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions, whether or not similar, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 
 7.4        Governing Law.  This Agreement is executed in and intended to be performed in the State of California, and the laws of that state shall
govern its interpretation and effect. 

7.5        Severability.  The parties hereto agree that if any
paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be incapable of being construed or
limited in a manner to make it enforceable, or is otherwise held by such court to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected
thereby. 
 7.6        Successors and Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither the Manager's rights nor obligations under this Agreement shall be assignable. 

7.7        Counterparts.  For the convenience of the parties
hereto, this Agreement may be executed in any number of identical original counterparts, each of which shall for all purposes be deemed an original, and all of such counterparts shall together constitute but one and the same agreement. Facsimile or
PDF scanned signatures shall be sufficient to bind the parties hereto. 

7.8        Attorneys' Fees.  Should any party institute any
action, proceeding, suit, arbitration, appeal or other similar proceeding or other non-judicial dispute resolution mechanism ("Action") to enforce or interpret this Agreement or any provision hereof, for damages by reason of any alleged
breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in such Action shall be entitled to receive from the other party(s) all reasonable attorneys' fees, accountants' fees, expert witness
fees, and any and all other similar fees, costs and expenses incurred by the prevailing party in connection with the Action and preparations therefor ("Fees"). If any party files for protection under, or voluntarily or involuntarily becomes
subject to, any chapter of the United States Bankruptcy Code or similar state insolvency laws, any other party shall be entitled to any and all Fees incurred to protect such party's interest and other rights under this Agreement, whether or not such
action results in a discharge. 

  
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 [Signatures on Following Page] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

  

			
	 MANAGER:

	 StoneCreek Investment Corporation, a California corporation, dba StoneCreek
Company



 
					
			
	 By:
	 	       /s/ Clayton M. Corwin
	 	
		 	 Clayton M. Corwin
	 	
		 	 President
	 	


 
			
	
	 OWNER:

	 CHP CLAREMONT CA OWNER, LLC, a Delaware limited liability company





			
		
	 By:
	 	      /s/ Joshua J.
Taube



 
			
		
	 Name:
	 	 Joshua J.
Taube



 
					
			
	 Its:
	 	
              Vice
President
	 	



  
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 EXHIBIT A 
 REQUIRED INSURANCE COVERAGE 
 [Intentionally Omitted] 

 
 EXHIBIT “B” 

OFFICE PROPERTY SERVICES QUESTIONNAIRE 
 [Intentionally Omitted]