LOCAL AREA NETWORK AND WIDE AREA NETWORK COMMUNICATIONS
SUPPORT.
(3)
OPERATIONS/TECHNICAL SUPPORT AND USER
SUPPORT.
ADVICE AND ASSISTANCE RELATED TO DESIGN, MAINTENANCE AND OPERATION OF
THE COMPUTING ENVIRONMENT, INCLUDING BUSINESS SPECIFIC APPLICATIONS, NETWORK
WIDE APPLICATIONS, ELECTRONIC MAIL AND OTHER SYSTEMS; MANAGING THE PURCHASE AND
MAINTENANCE OF EQUIPMENT, INCLUDING HARDWARE AND SOFTWARE; CONFIGURATION,
INSTALLATION AND SUPPORT OF COMPUTER EQUIPMENT; AND EDUCATION AND TRAINING OF
THE USER COMMUNITY.
(L)
RESEARCH.
ADVICE AND ASSISTANCE IN THE
CONDUCT OF MARKET RESEARCH REPORTS AND SPECIAL RESEARCH ASSIGNMENTS;
INVESTIGATION AND EVALUATION OF INVESTMENT, FINANCING, REFINANCING, LEASING AND
OTHER BUSINESS OPPORTUNITIES; AND MAKING RECOMMENDATIONS CONCERNING THESE
OPPORTUNITIES.
(M)
SECURITIES FILINGS.
ADVICE AND ASSISTANCE IN
THE PREPARATION AND FILING OF PERIODIC AND OTHER REPORTS REQUIRED TO BE FILED BY
SECTIONS 13 AND 15 OF THE EXCHANGE ACT; ADVICE AND ASSISTANCE IN THE PREPARATION
AND FILING OF ALL OFFERING DOCUMENTS (PUBLIC AND PRIVATE), AND ALL REGISTRATION
STATEMENTS, PROSPECTUSES OR OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") OR ANY STATE (IT BEING UNDERSTOOD THAT THE
COMPANY SHALL BE RESPONSIBLE FOR THE CONTENT OF ANY AND ALL OF ITS OFFERING
DOCUMENTS AND SEC FILINGS, AND RMR SHALL NOT BE HELD LIABLE FOR ANY COSTS OR
LIABILITIES ARISING OUT OF ANY MISSTATEMENTS OR OMISSIONS IN THE COMPANY'S
OFFERING DOCUMENTS OR SEC FILINGS, WHETHER OR NOT MATERIAL, AND THE COMPANY
SHALL INDEMNIFY RMR FROM SUCH COSTS AND LIABILITIES).
(N)
SPECIAL PROJECTS.
ADVICE AND ASSISTANCE IN
SPECIAL PROJECTS AND SUCH OTHER SERVICES WITHIN THE SCOPE CONTEMPLATED BY THIS
AGREEMENT ALTHOUGH NOT EXPRESSLY COVERED ELSEWHERE IN THIS SUBSECTION 1.1.
3
(O)
SUPERVISION OF THIRD PARTY MANAGER
ARRANGEMENTS.
ADVICE AND OVERSIGHT CONCERNING THE COMPANY'S RELATIONSHIP WITH
ANY AND ALL, CURRENT OR FUTURE, THIRD PARTY MANAGERS OF ITS CURRENT OR FUTURE
FACILITIES OR PROPERTIES.
(P)
TAX ADMINISTRATION.
ADVICE AND ASSISTANCE
IN THE PREPARATION, REVIEW AND FILING OF ALL FEDERAL, STATE AND OTHER REQUIRED
TAX RETURNS AND TAX RELATED MATTERS.
ALL TAX MATTERS SHALL BE DETERMINED BY THE
COMPANY IN ITS ABSOLUTE AND SOLE DISCRETION.
1.2
PERFORMANCE OF SERVICES.
RMR COVENANTS THAT
IT WILL PERFORM OR CAUSE TO BE PERFORMED THE SERVICES IN A TIMELY, EFFICIENT AND
WORKMANLIKE MANNER.
RMR FURTHER COVENANTS THAT IT WILL MAINTAIN OR CONTRACT FOR
A SUFFICIENT STAFF OF TRAINED PERSONNEL TO ENABLE IT TO PERFORM THE SERVICES
HEREUNDER.
WITH THE COMPANY'S APPROVAL, RMR MAY RETAIN THIRD PARTIES OR ITS
AFFILIATES TO PROVIDE CERTAIN OF THE SERVICES HEREUNDER.
IN SUCH CASES, AND
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMPANY SHALL REIMBURSE RMR
FOR ITS ACTUAL OUT-OF-POCKET COSTS AND EXPENSES FOR ARRANGING FOR SUCH SERVICES
(INCLUDING, WITHOUT LIMITATION, THE FEES AND COSTS OF SUCH THIRD PARTIES OR
AFFILIATES). ANY ARRANGEMENTS BETWEEN RMR AND ITS AFFILIATES FOR THE PROVISION
OF SERVICES HEREUNDER SHALL BE COMMERCIALLY REASONABLE AND ON TERMS NOT LESS
FAVORABLE THAN THOSE WHICH COULD BE OBTAINED FROM UNAFFILIATED THIRD PARTIES.
ALL SERVICES SHALL BE PERFORMED AS REQUESTED AND/OR AUTHORIZED BY THE COMPANY
FROM TIME TO TIME.
1.3
COMPENSATION.
(A)
PAYMENT FOR SERVICES.
RMR SHALL BE PAID A
FEE