exv10w1






Exhibit 10.1




PROPERTY MANAGEMENT AGREEMENT




     THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as
of June 28, 2011 (the “Effective Date”), by and between SIR CLARION PARK, LLC, a Delaware
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 Plan” has the meaning given in Section 3.11(a).



     “Capital Budget” has the meaning given in Section 3.11(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,



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transportation or other disposition of hazardous material, as any of those laws may have been
amended to the date hereof, and the administrative regulations promulgated thereunder prior to the
date hereof, and, whether or not defined as hazardous substances under the foregoing Governmental
Requirements, petroleum products (other than petroleum products used in accordance with
Governmental Requirements by Owner or its tenants in the usual and ordinary course of their
activities), PCBs and radon gas.




     “Major Capital Improvements” has the meaning given in Section 3.6.



     “Management Fee” has the meaning given in Section 4.1.



     “Manager” has the meaning given in the introductory paragraph.



     “Operating Budget” has the meaning given in Section 3.11(a).



     “Owner” has the meaning given in the introductory paragraph.



     “Owner’s Representative” has the meaning given in Section 2.2.



     “Pass-Through Amounts” means additional fees 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 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.



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     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




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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



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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, materialmen, suppliers, architects, and engineers on behalf of, and in
the name of, Owner, and may compromise and settle any dispute or claim arising therefrom 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



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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.




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          (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.



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     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





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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.



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     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, including any regulatory or use agreements. 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.



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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. 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 (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



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a separate non interest-bearing account unless required by law (the “Security Deposit
Account”) at a Depository selected by Owner. The Security Deposit Account shall be established in
the name of the Manager 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.



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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 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 Clarion Park, LLC, 18100 Von
Karman Avenue, Suite 500, Irvine, CA 92612, Attn: Ana Marie del Rio; and in the case of Manager to
Steadfast Management Company, Inc., 18100 Von Karman Avenue, Suite 500, Irvine, CA 92612,
Attention: Christopher Hilbert, or to such other address as shall, from time to time, have been
designated by written notice by either party given to the other party as herein provided.



     Section 6.3 Entire Agreement.
This Agreement shall constitute the entire agreement between the parties hereto and no
modification thereof shall be effective unless in writing executed by the parties hereto.



     Section 6.4 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be or create a
partnership or joint venture between Owner, its successors or assigns, on the one part, and
Manager, its successors and assigns, on the other part.



     Section 6.5 No Third 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.



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     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, 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.



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



	 	 	 	 	 
	OWNER: 	SIR CLARION PARK, LLC,

a Delaware limited liability company

 	 
	 	By:  	Steadfast Income Advisor, LLC, its Manager
 	 



	 	 	 	 	 
	 	By:  	/s/ Ana Marie del Rio
 	 
	 	 	Name:  	Ana Marie del Rio 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	MANAGER: 	STEADFAST MANAGEMENT CO., INC.

 	 
	 	By:  	/s/ Dinesh Davar
 	 
	 	 	Name:  	Dinesh Davar 	 
	 	 	Title:  	Treasurer/CFO 	 



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EXHIBIT A




Estimated Pass-Through Amounts



	 	 	 	 	 

	Benefits Administration (at 3% of total emp. costs)
	 	$	537.50	 
	IT Infrastructure, Licenses and Support (assumes 4 computers)
	 	$	508.33	 
	Marketing/Training/Continuing Educations ($20.00 p.u.p.y.)
	 	$	366.67	 






 









 






Exhibit B




THE PROPERTY


Legal Description: 16700 West 127th Street, Olathe, KS 66062



The real property situated in the City of Olathe, County of Johnson, State of Kansas, and described
as follows:



The Property consists of 220 affordable multifamily units with 446 open parking spaces. There are
40 one-bedroom, one bath, 96 two-bedroom, one bath, 36 two-bedroom, one-and-a-half bath townhomes
and 48 three-bedroom, two-bath apartment homes. Site amenities include a leasing office and
clubhouse, swimming pool with sun deck, children’s playground, and laundry facility. Unit
amenities include full-size washer and dryer connections, walk-in closets, and private balcony or
patio. Select units contain finished basements, fireplaces, vaulted ceilings, and exterior
storage.