Property Management Operations Manual
Property Management Operations Manual
PROCEDURES MANUAL
DECEMBER 2001
A • 1/Page 1 of 2
PROPERTY MANAGEMENT
PROCEDURES MANUAL
No. A • 1 Statement
Acknowledgement
While employed at Monument Realty, the President of the company (Michael Darby)
utilized Michael McCormick’s broad business operational experience and requested the
development of this Property Management Procedures Manual in conjunction with
developing a Property Management transition plan to establish a Property Management
division within the Company, allowing the Company to take over from the outsourced
third party services provider.
Thank you to Michael McCormick for his extensive efforts to assist our organization with
developing this manual and his continued contributions to improving and growing the
company.
Thank you.
Michael Darby
President & Managing Partner
No. A • 1 Statement
Overview
The Procedures Manual shall serve as a standard agreement between the Owner and all self-
managed and or third party management. The Procedures Manual implementation and
administration is the responsibility of the Vice President of Property Management for the asset.
The primary purpose of the operations manual is to list the information that the Owner requires
it’s self-managed and or third party Managers to keep. Although there may be some topics that
are not applicable to the asset, most of the topics cover information required by the Managers to
be made available for audit purposes.
Philosophy
The intent of the Operating Plan is to further establish and outline the procedures and practices
that the Owner believes are important for operating a well-managed real estate investment. The
intent and goal is to have all of our investment property well maintained with the belief that good
management and maintenance procedures will enhance real estate value and promote good tenant
relations. We also believe that operating expenses will be minimized with a preventive
maintenance program that a) is properly conceived and routinely and consistently carried out, b)
is performed by qualified technicians whether in-house or supplied by a contractor and c) follows
manufacturers’ recommendations for all maintenance, service and repair procedures to assure
efficient and safe operation of all building components.
Documentation / Files
The Manager will maintain a set of files for all properties including, but not limited to, the
following:
• All correspondence
• Leases currently in force, and attachments (i.e., side letter agreements, amendments,
addendums, letters of credit, estoppel certificates, certificates of occupancy, insurance
certificates, etc.)
• A current and complete rent roll (including tenant space number, tenant name, square
footage, rental amount, monthly reimbursement amount, annual rental increases and
percent of office for each warehouse space)
• Site plan, building plans and specs; tenant improvements space drawings
• Current list of tenant contacts (business name, address, phone number, and contact
name, address and phone number).
Unless otherwise approved by the Owner, the Manager will use the attached Landlord’s Waiver
and Agreement (Exhibit A).
Background Information
The Manager will provide a list of persons working on the property and their responsibilities.
To provide proper management, the Manager will maintain the following minimum property
information:
• Property type
• Name
• Address
• Land to building ratio (i.e. land area in square feet / gross building area)
• Parking ratio (i.e. number of parking spaces / 1000 square feet of gross building area)
• Utility companies (gas, electric, sewer, water, telephone); security deposit amount or
surety bond amount, if applicable; electrical capacity of buildings
• Underground / above ground tanks on property (Owner, type, capacity, location, age,
use, past or existing problems)
No. A •3 Insurance
Property Insurance
Owner, at its expense, will obtain and keep in force all risk property insurance for the Property
covered under this Agreement. Owner will also obtain and keep in force Boiler and Machinery
coverage for the Property. Manager, at its expense, will keep in force an all risk property
insurance policy covering Manager's furniture, furnishings and fixtures situated at the Property.
Each of the policies shall contain appropriate clauses pursuant to which the respective insurance
carriers shall waive all rights of subrogation with respect to losses payable under such policies.
The policy insures against the loss, but is not limited to the perils of fire, lightning, windstorm,
hail, riot or civil commotion, smoke, aircraft or vehicles, sonic boom, vandalism, flood and
earthquake. The policy has a $10,000 deductible except for flood and earthquake where the
deductibles are higher.
The premiums are paid by the Owner and the property manager is notified in case
reimbursements are to be made by the tenants.
If the property is damaged the Manager should notify the Owner as soon as possible and submit
the Loss Notice form (Exhibit D). If the building has significant damage, the Manager should
take immediate steps to prevent the building from any further damage. Items that may need
immediate attention are bracing the building to prevent collapse or sealing the roof to prevent
water damage in case of rain. The insurance company will pay the costs for securing the
building, but not for preventable additional damage.
Liability Insurance
Owner’s Insurance - Owner, at its expense, will obtain and keep in force commercial general
liability insurance coverage. Owner shall be the insured on such policy, with Manager named as
an additional insured for accidents occurring on or about the Property. Neither Owner nor
Owner's insurance company shall be liable to Manager for the gross negligence, malice or willful
misconduct of Manager, its officers or employees, nor shall Owner or Owner's insurance
company be liable to Manager for accidents arising from conditions solely created out of
Manager's breach of the duties and obligations required by this Agreement to be performed by it.
Owner may self-insure all or part of the risk described above. Owner's coverage will be primary
with respect to claims not herein excluded. The foregoing is not intended to affect the general
requirement of this Agreement that the Property shall be managed, operated and maintained in a
safe condition and in a proper and careful manner.
Manager shall furnish at Owner’s request for the purpose of establishing the placement of
insurance coverage’s and shall aid and cooperate in every reasonable way with respect to such
insurance and any loss covered there under.
No. A •3 Insurance
The Owner’s commercial general liability policy covering bodily injury and property damage has
a combined single limit per occurrence of $1,000,000 and an aggregate limit of $2,000,000. In
addition the Owner carries excess policies totaling another $25,000,000. The Owner’s liability
policy does not have a deductible. Contracted fee Managers are listed as additional insureds and
a certificate of insurance will be sent annually upon renewal.
The Owner’s policy also has a $5,000 medical payment coverage limit, which pays for a person
injured on the property whether or not it is the Owner’s fault. If the medical bills of the injured
party exceed the $5,000 limit the bodily injury coverage will kick in but only if the injury is due
to the Owner’s fault.
Property damage coverage will cover the Owner in case the tenant claims their furniture,
equipment and inventory are damaged due to the Owner’s fault. It is not very common to see
such a claim as the standard lease language states the tenant agrees that the Owner is not to be
held liable for damage to their property. If such a case arises, notify the Owner as soon as
possible using the Loss Notice (Exhibit D).
3rd Party Additional Insurance - Manager shall continuously maintain at its cost and furnish
Owner certificates evidencing the existence of the following insurance policies:
1. Worker's Compensation - statutory limits in the state where the Property is located;
2. Employers' Liability - $500,000 or such other higher limits imposed in accordance with
the requirement, if any, of the laws of the state where the Property is located;
3. Employee dishonesty insurance with coverage of at least $1,000,000;
4. Commercial General Liability - $1,000,000 per occurrence and a $2,000,000 general
aggregate;
5. Business Auto Liability including hired and non-owned auto coverage - $1,000,000
combined single limit;
6. Umbrella/Excess - $5,000,000 per occurrence; and
7. Theft of Money and Security coverage with limits of $10,000 for Inside the Premises and
$10,000 for Outside the Premises.
Tenant’s Insurance - The property manager annually upon renewal should receive current
certificates of liability insurance. The coverage limits should be per the terms of the lease and
the Ownership should be shown as an additional insured. Refer to specific Certificate of
Insurance instruction sheet for each property for the listing of “Additional Insured”. The Tenant
naming the Owner as an additional insured affects the Ownership’s liability insurance premium.
No. A •3 Insurance
Annually, by March 1, the property manger must submit a copy of each tenant’s liability
insurance certificate to the Owner, which in turn is sent to the Owner’s liability carrier for
review.
Contractors’ Insurance - All service vendors and contractors must provide a certificate of
insurance for bodily injury liability and property damage liability and workmen’s compensation
per the limits of coverage outlined below. It is important that the Ownership be shown as an
additional insured.
1. Claim Reporting:
a. When any member of the public (except your employees or the Owner’s
employees) is injured in or about the building including sidewalks and parking
lots, the Owner should be immediately notified of the injury. We have found that
by notifying our insurance carrier promptly, the claims adjuster has been able to
respond to the injured party on a timely basis and has had better results in
minimizing the claim instead of animosity building up and the threat of a lawsuit
against the Owner.
b. Personal injuries and property damage should be reported on the Loss Notice
form provided by the Insurance carrier.
2. Manager shall require that all subcontractors brought onto the Property have insurance
coverage at the subcontractor's expense, in the following minimum amounts:
e. Umbrella/Excess - $4,000,000.
No. A •3 Insurance
Certificates of Insurance
If any contract or tenant lease requires that such party maintain any insurance coverage, Manager
shall obtain insurance certificates annually, or more frequently as required pursuant to the
applicable lease or contract, from each such party and review the certificates for compliance with
such lease or contract terms.
Mutual Waivers
Owner, on behalf of itself and its insurers, waives its rights of recovery against Manager or
Manager's officers, directors and employees, for damages sustained by Owner as a result of any
damage to the Property arising from any risk or peril generally covered or coverable by any
insurance policy actually carried by or required to be carried by Owner pursuant to the terms of
this Agreement, regardless of cause, including negligence; and Owner agrees that no party shall
have any such right of recovery by way of subrogation or assignment.
Manager, on behalf of itself and its insurers, waives its rights of recovery against Owner or any
member in Owner, their officers, directors and employees, for damages sustained by Manager as
a result of any damage to any Property arising from any risk or peril generally covered or
coverable by any insurance policy actually carried by or required to be carried by Manager
pursuant to the terms of this Agreement, regardless of cause, including negligence; and Manager
agrees that no party shall have any such right of recovery by way of subrogation or assignment.
Owner and Manager shall each notify their respective insurance carriers of the mutual waivers
herein contained and shall cause their respective insurance policies required hereunder to be
endorsed, if necessary, to prevent any invalidation of coverage as a result of the mutual waivers
herein contained.
Manager shall cooperate with and provide reasonable access to the Property to agents of any and
all insurance companies and/or insurance brokerages or agencies who may, from time to time, be
involved with the issuance of insurance policies or with inspections of the Property in connection
with insurance policies then in force. Manager agrees to use all reasonable efforts to comply
with any and all requirements of such insurance companies or their agents, and agrees to exercise
due care not to use the Property or permit the same to be used for any purpose which would
make void or void able any of such insurance policies, and shall not keep or knowingly allow to
be kept on the Property any material, machinery, equipment, substance or other things which
may make void or void able any such insurance policies.
No. A •3 Insurance
Manager shall be responsible for full compliance with any insurance policy held by Owner with
respect to the Property so as to avoid any loss insured thereunder from being uncollectable. In
this regard, Owner will provide Manager with copies of all insurance policies and endorsements.
Insurance Claims
Manager shall promptly investigate all accidents, claims or damage relating to the ownership,
operation and maintenance of the Property and any damage or destruction to the Property.
Manager shall prepare a written notice to the applicable insurance company describing the matter
at issue and Manager shall send a copy of such notice to the Owner Asset Manager
contemporaneously with sending such notice to the insurance company. Manager acknowledges
receipt of a separate Claims Procedure Manual which outlines in more detail the steps and
documentation to follow should a potential claim arise and Manager agrees to comply with the
terms of such Claims Procedure Manual. Manager shall take no action which may operate, or
omit to take any action which, if not taken, may operate, (a) to bar Owner from obtaining any
protection or payment under any policies of insurance held by either Owner or Manager or (b) to
prejudice Owner's defense in any legal proceeding arising out of, or otherwise prevent either
Owner or Prudential from protecting their respective interests against, any such claim; provided,
however, nothing herein shall be construed to prohibit or restrict Manager from cooperating with
any investigation in good faith and honestly. If any such accident, claim, damage or destruction
shall result in the commencement of a lawsuit or other similar proceeding, Manager shall provide
such services in connection therewith as shall reasonably be necessary. Owner or its insurance
carrier shall have the exclusive right, at Owner's option, to conduct the defense of any claim,
demand, liability or suit. Manager shall have no right to settle, compromise or otherwise dispose
of any claims, demands, liabilities or suits, whether or not covered by insurance, without the
prior written consent of Owner.
Management
Manager shall manage, operate, maintain and service the Property in a manner consistent with
first class professional property management services and the overall investment strategy of
Owner. In no event shall the scope or quality of services provided by Manager hereunder is less
than those generally performed by professional property managers of similar properties in the
market where the Property is located. Manager shall make available to Owner the full benefit of
the judgment, experience, and advice of the members 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. Manager shall act as a fiduciary to Owner with respect
to the Property and in this capacity, Manager shall deal at arm's length with all third parties and
Manager shall serve Owner's interests at all times.
Manager has received and reviewed this Procedures Manual, which has been provided to
Manager by Owner (Procedures Manual, as amended from time to time, is herein called the
"Procedures Manual"). The Procedures Manual is incorporated herein by this reference for all
purposes. Manager agrees to perform its obligations under the Management Agreement in
accordance with the Agreement and the policies and procedures contained in this Procedures
Manual, as the same may be amended from time to time by notice in writing from Owner to
Manager. The Procedures Manual is intended to clarify and provide additional guidance with
respect to certain procedures and responsibilities of the Manager, however, nothing contained in
the Procedures Manual is intended to supersede or replace any provisions of the Management
Agreement unless the Procedures Manual contains an express provision that it shall supersede or
replace a particular provision of any Management Agreement. In the event of a conflict between
the terms of this Agreement and the terms of the Procedures Manual, the terms of this
Agreement shall control unless the Procedures Manual contains an express provision that it shall
control with respect to a particular issue.
Manager shall use commercially reasonable efforts to cause the Property to comply with all
present and future federal, state, county, municipal or other governmental laws, ordinances,
regulations and orders relative to the leasing, management, use, operation, repair, maintenance or
occupancy of the Property and with the rules, regulations or orders of any national or local Board
of Fire Underwriters or other similar body, and obtain or cause to be obtained, as applicable, all
necessary certificates of occupancy, licenses and/or operating permits, if any, for the Property.
Manager shall promptly notify the Owner Asset Manager upon receipt, but in any case within
two (2) business days after receipt, of any notices of violation of any law, ordinance, rule,
regulation or order and shall obtain the Owner Asset Manager's approval prior to remedying such
violation. Notwithstanding the foregoing, Owner acknowledges and understands that Manager is
not qualified to evaluate (i) the presence or absence of hazardous or toxic materials or wastes,
asbestos or asbestos-containing materials, or the like (collectively, “Hazardous Substances”) at
the Property or (ii) compliance with laws relating to Hazardous Substances, and agrees that
Manager’s obligations with respect to Hazardous Substances shall be limited to immediately
notifying Owner if Manager becomes aware of the existence of Hazardous Substances at the
Property. Expenses incurred in remedying any such violations may be paid from the Operating
Account provided such expenses do not exceed the amount approved by Owner. If the expense
required to remedy any such violation is anticipated to exceed such amount or if the violation is
one for which the Property title holder might be subject to criminal liability or a penalty,
Manager shall notify the Owner Asset Manager by the end of the next business day so that
prompt arrangements may be made to remedy the violation. Manager shall not contact or
communicate with any governmental or administrative agency, without the prior written consent
of the Owner Asset Manager except that such prior written consent shall not be required in
connection with routine matters.
Legal Issues
The Owner on all issues must approve the use of local counsel.
When the Owner employs local counsel, the Manager must follow these procedures:
The term “Hazardous Substances,” as used in this lease shall mean pollutants, contaminants,
toxic or hazardous wastes, or any other substances, the use and/or the removal of which is
required or the use of which is restricted, prohibited or penalized by any “Environmental Law,”
which term shall mean any federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or protection of the
environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that
will produce any Hazardous Substance, except for such activities that are part of the ordinary
course of Lessee’s business activities (the “Permitted Activities”) provided said Permitted
Activities are conducted in accordance with all Environmental Laws and have been approved in
advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and
paying any fees and providing any testing required by any governmental agency; (ii) the
premises will not be used in any manner for the storage of any Hazardous Substances except for
the temporary storage of such materials that are used in the ordinary course of Lessee’s business
(the “Permitted Materials”) provided such Permitted Materials are properly stored in a manner
and location meeting all Environmental Laws and approved in advance in writing by Lessor;
Lessee shall be responsible for obtaining any required permits and paying any fees and providing
any testing required by any governmental agency; (iii) no portion of the premises will be used as
a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v) Lessee
will not allow any surface or subsurface conditions to exist or come into existence that constitute,
or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not
permit any Hazardous Substances to be brought onto the premises, except for the Permitted
Materials described below, and if so brought or found located thereon, the same shall be
immediately removed, with proper disposal, and all required cleanup procedures shall be
diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor’s representative
shall have the right but not the obligation to enter the premises for the purpose of inspecting the
storage, use and disposal of Permitted Materials to ensure compliance with all Environmental
Laws. Should it be determined, in Lessor’s sole opinion, that said Permitted Materials are being
improperly stored, used, or disposed of, then Lessee shall immediately take such corrective
action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours,
Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for
any and all costs associated with said work. If at any time during or after the term of the lease,
the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently
institute proper and thorough cleanup procedures at Lessee’s sole cost, and Lessee agrees to
indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses,
damages and obligations of any nature arising from or as a result of the use of the premises by
Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the
termination or expiration of this Lease.
Legal Counsel
Manager shall not retain or employ the services of legal counsel on behalf of Owner without
Owner’s prior written approval.
Manager shall use diligent efforts to cause the Property to comply with all terms and conditions
contained in any ground lease, operating agreement, mortgage, deed of trust or other security
instruments affecting the Property; provided, however, Manager shall not be personally liable for
any payment or liability thereunder. Manager shall make required payments (from the Operating
Account) on behalf of Owner, on any ground lease, mortgage or deed of trust affecting the
Property (unless instructed to the contrary by Owner).
Manager shall use diligent efforts to cause the Property to comply with all terms and conditions
contained in all leases, service contracts and other agreements required to be complied with by
Owner with respect to the Property. Manager shall maintain all tenant files, any other records
that relate to any tenant and all keys to the rental units, including, without limitation, all master
keys, in a secure area, locked at all times, with controlled access by authorized personnel only.
Manager shall use diligent efforts to collect all rents (including additional rental resulting from
tenant participation in operating expenses, taxes, insurance and common area maintenance
charges) and other charges, which may become due at any time from any tenant or from others in
connection with the Property. Manager shall collect and identify any income due Owner from
miscellaneous services provided to tenants or the public including, without limitation, parking
income, tenant storage, and coin operated machines of all types (e.g., washers, dryers, vending
machines, pay telephones, etc.), if any. All monies so collected shall be deposited in the
Operating Account. Manager may not, without the prior written approval of Owner Asset
Manager, collect any rent or other income more than one month in advance, or terminate any
lease, lock-out a tenant, institute suit for rent or for use or occupancy, or institute proceedings for
recovery of possession. In connection with any collection efforts by Manager, only legal counsel
designated by Owner shall be retained. All legal expenses incurred in bringing such approved
suit or proceedings shall be submitted to Owner Asset Manager for approval. The Owner Asset
Manager must approve any write-offs. No accounts receivable should be written off unless the
facts clearly indicate that the amounts are un-collectable and all reasonable efforts to collect such
amounts have been made. Examples of facts that could lead to the conclusion of collect ability
are set forth in the Procedures Manual. Manager must submit a quarterly report to the Owner
Asset Manager listing all write-offs for that period. Use of collection agencies or outside counsel
in connection with delinquent accounts should adhere to the procedures set forth in the
Procedures Manual. Manager must maintain written documentation supporting the write-off.
Taxes
Manager shall obtain and verify bills for real estate and personal property taxes, improvement
assessments and other like charges, which are or may become liens against the Property. In
instances where such bills are sent directly to Owner, Manager will be responsible for obtaining
such bills and insuring that the bills are properly processed and paid. Manager shall pay taxes
from the Operating Account prior to incurring any late fees or charges. Any payments to be
made "under protest" are to be checked by Manager to insure that they are properly marked and
filed with the appropriate authorities. In the event any late fees or charges are incurred, Manager
will reimburse these fees or charges.
If funds in the Operating Account are insufficient to cover the amounts due pursuant to such tax
bills, Manager shall request funds from Owner sufficiently in advance to be sure that the required
funds will be available. Manager will be expected to recommend both a plan for controlling real
estate taxes and a real estate tax-consulting firm for approval by the Owner Asset Manager. The
Owner Asset Manager must separately approve the use of any outside appraisers used in the tax
appeal process. If an outside real estate tax-consulting firm is used, Manager shall fully
cooperate with such firm. Owner may ask Manager to provide real estate tax consulting services
with respect to the Property.
Manager shall fully cooperate with brokers, leasing agents, tenant representatives, tenants and
prospective tenants in order to obtain and retain desirable tenants for the Property. Manager
agrees to perform whatever Owner may require in connection with the negotiation of leases or
renewals, extensions, modifications, or cancellations thereof. No such cooperation by Manager
shall give rise to a claim for commission for such leases unless Manager and Owner enter into a
separate Leasing Agreement, in which event Manager shall be compensated in accordance with
said separate Leasing Agreement. Approved leasing commissions will be paid from the
Operating Account. For all prospective leases, Manager shall obtain and review tenant financial
information to ascertain prospective tenants’ financial condition and ability to meet lease
obligations in accordance with the Procedures Manual.
Execution of Leases
Manager is generally authorized to negotiate as "Agent for Owner" any office lease for the
Property; provided, however that prior to executing such lease, Manager must obtain the written
consent of Owner Asset Manager. Owner reserves the right in its sole discretion to modify, limit
or revoke the authority delegated to Manager in this paragraph. The Procedures Manual contains
further restrictions and limitations on the authority delegated to Manager under this paragraph.
The Owner Asset Manager must approve any leases that are outside of the authority delegated to
Manager hereunder in writing.
The Owner in coordination with the Manager will develop a tenant / public relations plan for the
property. The plan should include the following:
• Tenant handbook
Emergency numbers
Building rules and regulations
Building hours
Maintenance request procedure
Emergency procedure
After hours heating and cooling
• Turning over the key
• Security deposit
• Space inspection
• Space preparation for showing
Unless otherwise instructed by the Owner, all media inquiries shall not be commented on
by the Manager, but shall be directed to the asset manager at Principal. All response will
be coordinated with Principal’s public relations department.
6. General procedures
Tenant Survey
On an annual basis (and in some instances on a more frequent basis), the Owner will reserve the
right to conduct a survey of the tenants regarding the management and leasing of the property. A
sample copy of the survey will be provided to you prior to distribution to the tenants.
The Manager will develop, if directed by Owner, a promotions fund / merchants association plan
for the property. The plan should include the following:
7. Traffic count
Advertising
Manager shall prepare advertising plans and promotional materials, including building
photographs, to be used for leasing and re-leasing purposes. Such plans and materials shall only
be used if approved in advance in writing by the Owner Asset Manager, and in conformance
with such approval. Manager shall not use Owner’s or Prudential's name in any advertising or
promotional material without Owner’s or Prudential's express prior written approval in each
instance and no such advertisements shall indicate that Manager has the authority to offer the
Property for sale or lease or otherwise hold Manager out as a broker. Advertising and
promotional materials shall be prepared in full compliance with all federal, state, county,
municipal and other governmental laws, ordinances, regulations and orders pertaining to fair
housing or otherwise affecting the leasing and/or advertising of real property.
Manager shall have in its employ and or outsourced at all times a sufficient number of capable
employees to enable it to properly, adequately, safely and economically manage, operate,
maintain, and account for the Property. All matters pertaining to the employment, supervision,
compensation, promotion and discharge of such employees are the responsibility of Manager,
which is in all respects the employer of such employees. Manager will negotiate with any union
lawfully entitled to represent such employees and may execute in its own name, and not as agent
for Owner, collective bargaining agreements or labor contracts resulting wherefrom. Manager
shall fully comply with all federal, state, county, municipal and other governmental laws,
ordinances, regulations and orders having to do with antidiscrimination, workmen's
compensation, employer's liability insurance, social security, unemployment insurance, hours of
labor, wages, working conditions, immigration and all other employer-employee related subjects
(including, without limitation, tax withholding and information reporting requirements) and shall
not do any act, nor permit any act to be done that would constitute a violation of any or all of
such laws, ordinances, regulations or orders. Manager shall indemnify and hold Owner harmless
from and against any and all claims, penalties, liabilities and expenses of whatsoever kind and
nature which may be asserted by any governmental body or by any person claiming to be
aggrieved by reason of any act or failure to act by Manager in accordance with or in violation of
any said laws, ordinances, regulations or orders, so long as such act or failure to act is not caused
or directed by Owner. Manager represents that it is and will continue to be an equal opportunity
employer and must advertise as such and that Manager shall not engage in any form of
discrimination in the employment or hiring as independent contractors, of any personnel,
including, without limitation, discrimination as to race, color, creed, religion, age, gender,
marital status, sexual preference, national origin or physical disability. All personnel responsible
for providing services pursuant to the terms of this Agreement shall be direct employees and or
outsourced personnel of Manager and Manager shall, for purposes of such employment
relationship, be acting as an independent contractor and not as an agent or employee of Owner.
All employment arrangements are solely Manager's concern and Owner shall have no liability
with respect thereto.
Manager shall provide to Owner, annually with the Approved Budget, a schedule of employees
to be employed "on-site" in the direct management of the Property. Such schedule shall include
the number of employees and their title and salary range and shall also indicate which employees
are bonded or are covered under Manager's comprehensive crime insurance policy. Manager
shall identify in the same manner those additional employees whose salaries may from time to
time be charged pro rata to the Property for direct services rendered to the Property. Employees
whose salaries may not be charged pro rata include, but are not limited to, executive personnel,
general management and off-site personnel, accountants, attorneys and auditors.
Manager shall not make any political or charitable contributions on behalf of Owner without the
prior written consent of Owner.
It is Owner’s policy to actively encourage the utilization of minority owned or operated vendors
and contractors. It is also Owner’s policy not to exclude contractors or vendors solely on the
basis of organized affiliation. Bid lists should be prequalified for adequate representation of
minority and union vendors and contractors. Manager shall provide a quarterly report to Owner’s
Asset Manager on the use of minority and union vendors and contractors at the Property.
1. In consultation with Owner, develop a plan to provide at all times adequate security in or
about the Property in order to protect the assets of Owner;
2. Be available for communication with Owner and keep Owner advised of all items, which
affect the Property in any significant manner;
3. Plan and coordinate the moving in and moving out of tenants at the Property and all
construction, alteration and decoration work which Owner is required to perform for
tenants under their respective leases so as to insure a minimum of disturbance to the
operation of the Property and to other tenants then occupying or preparing to occupy
space at the Property. Manager shall monitor all tenants to insure tenants' compliance
with any obligation they may have to obtain (i) required permits and (ii) approval of
plans from licensed engineers and Manager shall obtain and maintain copies of all such
permits, approvals and plans;
4. In consultation with Owner, use diligent efforts to determine if any hazardous substance
or waste is being stored, used or discharged by any tenant at the Property and
immediately notify Owner of any storage, dumping, use or leakage of any such hazardous
substance or waste on or near the Property. Manager shall promptly notify Owner of any
areas of potential concern relating to hazardous substances or waste that may affect the
Property.
5. Prepare for Owner's approval, a life safety plan for the Property complying with all
applicable laws, ordinances, regulations and orders, to be used in the event of fire or other
casualty at the Property. Upon receipt of Owner's approval, Manager shall institute the
plan by advising all tenants and occupants of the Property of such plan and having such
number of practice drills as may be required to fully familiarize all tenants and occupants
of the Property with the plan as same may be modified from time to time so as to comply
with Owner's request or any applicable laws, ordinances, regulations and orders.
6. If requested by Owner, develop and submit to the Owner Asset Manager for its approval,
a written energy conservation and waste-recycling plan for the Property. If approved by
Owner, Manager shall implement such plan and shall submit energy and conservation
reports of the Property if, as and when requested by Owner;
7. Maintain a current inventory of all equipment, supplies, furnishings, furniture and all
other items of personal property now or hereafter owned by Owner and located upon or
used in the management, operation or maintenance of the Property;
8. Pay all bills within the time required to obtain discounts, if any;
9. From time to time upon request by Owner in connection with a sale, financing or
refinancing of the Property, certify that the rent roll and other information Manager
maintains or is responsible for maintaining is true, correct and complete; and
10. Perform any other service or activity incidental to the normal and professional operation
of a property of a similar type and character as the Property or as otherwise reasonably
requested from time to time by Owner
Manager shall make periodic (but no less frequently than once quarterly) visual inspections of
the Property consistent with its on-site employees' expertise. Manager shall give the Owner
Asset Manager written notice of any material or latent defect in the Property known to Manager
in the next quarterly report after such defect comes to Manager's attention. Manager shall
maintain the Property or cause the Property to be maintained, at Owner's expense (except to the
extent such costs are paid or reimbursed by tenants), in accordance with the standards specified
in this Agreement or as otherwise required by Owner. Such maintenance shall include, without
limitation, exterior grounds and landscaping services, repairs to improvements, maintenance of
mechanical systems and equipment, and such other normal maintenance, alteration and repair
work as may be reasonably necessary or advisable.
The competitive bid requirements set forth in the Procedures Manual shall apply with respect to
contracts or expenditures under this Section B2. It is expressly agreed that notwithstanding
anything herein contained to the contrary, whenever Manager is required to obtain the written
consent of Owner or the Owner Asset Manager prior to the taking of any action under the terms
of this Agreement, Manager may act without obtaining the written consent of Owner or the
Owner Asset Manager if an emergency exists such that under the circumstances a delay in
Manager's action would be imprudent and not in the best interests of Owner. In any such
situation, Manager shall notify the Owner Asset Manager as soon as reasonably practicable and
the consent of Owner or the Owner Asset Manager shall be confirmed as soon as reasonably
practicable thereafter.
Capital Improvements
The Approved Budget constitutes an authorization for Manager to expend money for projects up
to $250,000. With respect to the purchase and major capital improvements or repairs (cost in
excess of $250,000), Manager shall obtain written approval of the Owner Asset Manager prior to
incurring these expenses. Owner may arrange to purchase and install the same itself or may
authorize Manager to do so subject to prescribed supervision and specification requirements and
conditions. Owner reserves the right to revoke Manager's delegated authority under this
Procedures Manual at any time and without notice. If requested by Owner, the plans and
specifications for any major capital improvements or repairs shall be submitted to Owner for
approval. The competitive bid requirements set forth in the Procedures Manual shall apply with
respect to contracts or expenditures under this Section.
Service Contracts
Manager shall use diligent efforts to advertise, promote and lease vacant space in and on the
Property. Manager shall arrange for all services necessary for the operation of the Property,
including, without limitation, electricity, gas, water, telephone and sewer service and pest
control, landscaping, parking lot maintenance and trash removal. All service contracts shall: (a)
be in the name of Manager as Agent for Owner, (b) be assignable, at Owner’s option, to Owner
or Owner’s nominee, (c) include a provision for cancellation thereof without payment of a fee or
penalty by Owner or Manager upon not more than thirty (30) days written notice and (d) shall
require that all contractors provide evidence of sufficient insurance in accordance with this
Procedures Manual. If this Agreement is terminated pursuant to hereof, Manager shall, at
Owner’s option, assign to Owner or Owner’s nominee all service contracts pertaining to the
Property.
Competitive Bidding
Unless Owner specifically waives such requirements in writing, all expenditures for repairs,
maintenance, capital improvements, goods or services exceeding $5,000 shall be awarded on the
basis of competitive bidding, solicited in accordance with the requirements of the Procedures
Manual.
Maintenance Plan
The Manager will develop and maintain a maintenance plan for each building in accordance with
the Property Management Maintenance & Operations Manual (OP’s Manual), policies and
guidelines. The plan should include, but not be limited to, the following:
1. A completed frequency chart for the inspection and maintenance of the property and a
service contract summary;
4. A schedule for the current calendar year (updated annually) of service contract
negotiations
• Response time
6. Procedure for maintaining an up-to-date list of furniture, fixtures, supplies and equipment
owned as part of the building – the list should include number, type, age and capacity,
and current value and replacement cost, if possible.
• Awning
• Elevator
• Exterior lighting
• Fire alarm system
• Fire sprinkler system
• Fountain
• Furniture and equipment used by tenant
• Grounds cleaning equipment
• Heating, ventilation and air conditioning system
• Irrigation system
• Lawn maintenance equipment
• Maintenance equipment
• Office furniture and equipment
• P.A. / music system
• Signage
• Snow removal equipment
• Transformer
If any of the life safety equipment fails inspection for any reason, notification of such
failure shall be made immediately to the asset manager and a plan for repair /
replacement shall be instituted.
The following serves as a GUIDELINE for tenant / property improvements. All costs associated
with the improvements must be approved by the Owner prior to the service being rendered or the
materials being purchased.
1. Identify Issue
• Does this issue stand alone or involve another issue?
• Why is it a concern?
4. Approval by Owner
5. Firm Up Plan
• Hire professional help as needed using a standard AIA contract with our
modifications, obtain necessary specifications and working drawings
• Put together a milestone calendar
• Owner shall provide approved Lien Waiver documents to be attached to the
construction contract. All external Lien Waivers must be approved by Owner
prior to inclusion with the contract.
7. Sign Contract
• A contract (approved by the Owner) must be signed by the Owner for work totally
$5,000 or more, before work commences
• If work involves TI’s, an executed lease must exist before signing construction
contract
9. Prepare Punchlist
• Hold 10% of total contract amount for 30 days, punchlist should be 100%
complete, and all copies of the lien waivers, written warranties and as-constructed
drawings must be submitted to Owner before paying off the contract.
• Obtain and submit the estoppel certificate from the tenant if work involves TI’s
• Obtain and submit the certificate of occupancy (required by law)
11. Follow-up
Philosophy
One of the primary obligations of building managers is to insure the safety and well being of
building occupants. Preparedness in the event of emergency and the detection and management
of environmental hazards are critical components of effective real estate asset management,
affecting both life safety issues and the economic value of the asset.
Policy
3. Property Managers are knowledgeable regarding the various environmental risks that
pose threats to commercial properties, the applicable laws and regulations, and
procedures for testing, management and abatement of environmental contamination.
Emergency Plan
The Manager will develop an emergency plan for each building. The plan should include the
following:
1. Procedures for emergency situations during normal working hours should include, but not
be limited to, the following:
• Equipment failure
Elevator
Heating, ventilation and air conditioning system
Plumbing
Electrical
• Building failure
Roof
Walls
Floor
• Natural disaster
Earthquake
Flood
Tornado
Hurricane
Sinkhole
Lightning
• Illness / medical
• Fire
• Vehicle accident
• Bomb threat
• Terrorism
• Explosion
• Hazardous waste spill
• Theft / robbery
• Assault
• Vandalism
All property managers and building and maintenance staff should be trained to respond
appropriately to various emergency situations. Prepare an emergency response plan for every
building. Plans will vary based on building type and design. In each plan address the following
emergency events:
1. Fire -
Contact the local fire department to obtain specific legal requirements and recommended
procedures for responding to a fire including a building evacuation plan (see Paragraph g).
Review the Monument Realty (MR) Insurance Procedures Manual for guidelines on
processing insurance claims in the event of fire or other casualty losses. File claims promptly
and reserve the right to file supplemental claims in the event additional cost is incurred or
additional damage is discovered once demolition has begun and once the reconstruction
process has begun. Be thorough and use caution not to settle too quickly; insurance adjustors
often attempt to settle claims quickly so as to limit the total scope of claims.
2. Bomb Threats
In the event of a bomb threat, do not evacuate the building unless a threat has been identified
or you are directed to do so by authorities. (Evacuations completed due to “false alarms”
could subject the property management company and the owner to claims for business
interruption by tenants.) Notify all tenants of the threat and of the fact that the authorities
have been contacted. Request that they inspect their premises for a suspicious package. The
decision to evacuate or take other precautions must be made by representatives of the tenants.
MR personnel should inspect all mechanical and common areas for suspicious objects or
packages. Notify authorities immediately upon discovery. In many municipalities,
authorities will not be authorized to respond unless a suspicious object has been identified.
3. Earthquake
Evacuate the building immediately if dangerous structural conditions exist. Secure the
property until all necessary inspections have been completed.
For insurance purposes, an earthquake is considered one insurable loss or event; damage
resulting from an aftershock must occur at least 72 hours after the initial quake to be
classified as a second insured event
In the event of broken water lines or other types of flooding, in addition to the obvious
task of replacing water soaked foam padding, airing out carpeting, mildew treating dry
wall, etc., it is important that all underground, sub floor or in-floor electrical telephone
and computer wiring be checked. Contacts can become water soaked, causing shorts and
causing major damage to computer hard drives, telephone switch panels, and other
sensitive equipment.
If advance warning is provided, maintenance personnel should secure the exterior of the
property to reduce damage from blowing debris.
6. Riot
Notify local police and secure the building in the event of a riot that threatens the
building and/or building occupants. Instruct tenants to secure their premises and to stay
away from exterior windows.
Each property manager must become familiar with the specific life safety requirements of
the community, in which his property is located, including evacuation plans that may be
dictated by the fire department or building and zoning regulations. Caution should be
taken not to make statements or promises to tenants that could be construed as
“guarantees” for life safety so as not to expose the property management company or
building owner to unnecessary liability.
A “key” person for each tenant (normally the receptionist) is appointed to receive and
distribute necessary information regarding the necessity to evacuate.
Use stairwells in single file. Exit building upon reaching ground level. All personnel
should remain clear of the building until the emergency personnel announce it is safe to
return.
In multi-story office buildings, most elevators systems are programmed to stop or return
to the building lobby to discharge passengers into the lobby. Persons must evacuate by
means of the stairwells from any floor. Elevators are not to be used for emergency
evacuation of the building unless directed to do so by the emergency officials.
Security Plan
The Manager will develop a security plan. The plan should include the following:
1. Types of security in place
• Doors
• Gates
• Hours
Guard Services
Standing guard service is comprised of one or more security personnel with project-
specific responsibility for building security. Typical responsibilities of the standing
guard include monitoring access to the facility, securing the facility at night and assisting
during emergency situations.
Roving patrol services are often appropriate in large, multi-building projects, suburban
projects and other projects that are not of sufficient size to afford standing guard service.
The specific duties of the roving patrol guard should be clearly specified (e.g., escorting
late evening employees to their vehicles, checking to ensure doors are locked as tenants
leave buildings, and reporting acts of vandalism).
3. Patrol Stations
“Detex” type key stations can be located strategically within a building, or within a
project of buildings, and security service personnel can be provided with a tape equipped
clock to carry with them. The detex key is inserted in the clock, twisted and an
impression is placed on the tape memorizing the time that the guard passed that particular
patrol station. Property management personnel should control the possession of the clock
during non-patrol hours, to use their own personnel to retrieve and replace tapes, and to
audit tapes to ensure that security personnel are visiting patrol stations as agreed. In the
event a tape impression is not located, property managers should immediately contact
their security service.
Card access and locking systems are efficient security systems for smaller buildings that cannot
bear the cost of personal guard services. However, card access and locking systems do not have
the “deterring” element provided by the presence of an individual. Card access and locking
systems are subject to power or mechanical failure and must be well maintained. Card
distribution must also be managed to prevent unauthorized access to the building.
Exterior Lighting
1. Types of Lighting
Commercial real estate lighting can be generally classified into one of two categories:
Inspect both types of lighting periodically to ensure that burned out light bulbs are
replaced when necessary to provide a secure environment and to avoid liability
claims for injury resulting in under-illuminated properties
2. Hours of lighting
Common area, or general lighting should be provided at any time that natural
illumination is not sufficient to provide adequate visibility. The hours of lighting can be
controlled by the following basic methods:
The photoelectric cell is a sensory device that triggers the lighting system when
the outside light level is reduced to a point to require artificial lighting. The time
clock turns the lighting off at a pre-determined time or for pre-determined time
periods (weekends, holidays).
b. Time clock
Time clocks turn lights on and off at pre-determined time periods. The
disadvantage to time clocks alone is that they must be reset in the event of a
power failure or in response to seasonal changes in number of daylight hours.
c. Manual Switch
The third method of lighting control is circuit breakers and switches. This is a
less desirable method for controlling lighting due to its labor intensity,
vulnerability to human error, and vulnerability to vandals or thieves.
In all cases, building and security lighting is one of the most visible
testimonies to the attentiveness of property management maintenance and security
personnel, and constant care must be given to ensure that lighting is working as
designed.
Develop routine maintenance inspection schedules for each building for the following life
safety/emergency equipment:
1. Sprinkler System
a. Wet System
Wet systems must be inspected periodically to ensure that they are not leaking,
that flow alarms are working, and that monitoring devices are properly connected.
b. Dry System
Dry Systems must be inspected for above, plus pressure levels in the system must
be verified to ensure that the dry system is functioning as designed.
If the systems are monitored by a central station, the central station controls,
telephone lines, etc., must be inspected periodically to ensure effective
performance.
2. Emergency Lighting
a. Stairways, Hallways
b. Exit Lights
Inspect all exit lights to ensure proper function according to code and design
requirements.
3. Fire Equipment
a. Hose Stands
b. Pumps
All pumps, including fire pumps, pressure pumps, etc., should be maintained and
tested on a regularly scheduled basis. The maintenance and testing schedule
should be incorporated in the building operations plan and the maintenance
supervisor and/or property manager should monitor compliance
c. Fire Extinguisher
Chemical Storage
1. Tenant
Modern lease provisions typically prohibit tenants from using and/or storing chemicals
that are prohibited by state and federal environmental laws. Tenant spaces should be
inspected periodically to ensure that the tenant’s use of the premises has not changed and
that tenants have not introduced hazardous materials into their premises. In the event a
tenant introduces hazardous materials, property managers should take remedial action
immediately to ensure that the tenant disposes of the materials in a manner consistent
with procedures established by law.
2. Building Owner
Certain types of chemicals used by building owners in the operations of their buildings
(e.g. solvents, coolants) are classified as hazardous materials. Those materials must be
managed; they must be manifested, stored and disposed of in accordance with all
applicable rules and regulations. Failure to do so subjects property management
personnel to possible fine and imprisonment.
Asbestos
1. Identification
2. Removal
3. Maintenance
Storage Tanks
There are two types of storage tanks typically used by tenants and building owners:
Underground storage tanks, especially those placed in service over five years ago, are
subject to rust, deterioration and leakage. In the event leakage is discovered, a
remediation program will be necessary to remove contaminated materials and to restore
the contaminated area to a condition that existed prior to any leakage. Tenants who have
underground storage tanks should remove those storage tanks at the termination of their
lease and be held responsible for any remediation or reclamation costs associated with the
removal of the tanks and any contamination that exists.
The risk of soil contamination also exists with aboveground storage tanks; however,
leakage problems are more readily identified and, therefore, corrective action may be
taken sooner to minimize costs. Aboveground storage tanks should be in safe, secure
areas and should have controlled access to minimize the risk of vandalism, fire, etc.
Other
Property managers and marketing representatives can minimize environmental risk in their
projects by qualifying the operations of lease prospects and by regular, periodic site visits to
review the operations of existing tenants. Two forms should be developed to assist in this
process, the Pre-Lease Environmental Exposure Questionnaire and the Environmental Audit
Checklist which should be designed to identify lease prospects (in the case of the Pre-Leasing
Environmental Exposure Questionnaire) who may introduce environmental hazards to buildings
so that owners can determine 1) the desirability of the tenant and 2) if the tenant is allowed to
take possession of an owner’s property, what appropriate measures should be taken to monitor
the tenant’s operations to ensure environmental compliance.
The Environmental Audit Checklist provides a tool for completing periodic site inspections of
tenants’ premises and operations to identify environmental problems. The Environmental Audit
Checklist should be utilized at least annually and, in cases of problematic tenants, should occur
as often as monthly. The Environmental Audit Checklist provides an excellent record of
environmental issues related to a tenant space, building or project which may be very valuable in
resolving future conflict or misunderstanding related to environmental issues.
Without limiting (and in addition to) the obligations of Manager otherwise set forth in this
Agreement, the Manager Representative who will coordinate or perform the following functions
and services:
Market Information
Provide on a timely basis (in such format and delivered in such medium as Owner may
determine in its sole discretion), the following historical market information and assessment of
current market conditions and trends of:
1. The general City or Region where the Property being managed is located (which will be
provided to the Owner Asset Manager on a quarterly basis);
2. The specific submarket of the Property (which will be provided to the Owner Asset
Manager on a quarterly basis); and
3. The Property and the most current comparables competitive with the Property (which will
be provided to the Owner Asset Manager on a quarterly basis).
Database
Manager shall have and maintain at all times a complete and easily accessible database of sales
and lease comparables; market inventory; vacancies; supply and demand absorption data;
projects under construction; and estimated operating and fixed costs of competitive properties for
the Property.
Budgets
Develop the annual operating and capital expenditure budget (the "Budget") for the Property (in
such format and delivered in such medium as Owner’s Asset Manager may determine in its sole
discretion). In connection with the budgeting process, the Manager Representative shall develop
a "Property Strategic Plan" (the "PSP") for the Property, which is the documentation of Owner’s
annual property budgeting, planning and cash flow modeling process. The PSP shall include a
description of the Property, a market summary, a leasing strategy and a recommended
disposition strategy which includes supply and demand projections, projected values and returns
and shall otherwise conform to the requirements set forth in the Procedures Manual. The
Manager Representative will be responsible, subject to delegated authority, for implementing the
Approved PSP and Approved Budget (each approved in accordance with Section C1 hereof). In
addition, as events arise that invalidate aspects of the Approved PSP or Approved Budget, the
Manager Representative is responsible for notifying and working with the Owner Asset Manager
to formulate alternatives consistent with the investment goals of the Property.
Oversee Owner’s leasing and marketing team (the “Team”) for the Property. The Manager
Representative will be responsible for providing direction and motivation to the Team,
performing tenant credit analysis, negotiating lease terms which are consistent with this
Agreement and the approved elements of the Approved PSP and Approved Budget, determining
the impact to cash flow and/or value of the proposed leases, ensuring (with the assistance of
Owner's approved legal counsel) that lease documentation meets Owner's standards, and
preparing lease authorization forms for approval by the Owner Asset Manager. The Owner
Asset Manager will provide strategic direction to the Manager Representative on all leasing
issues that are exceptions to this Agreement, the approved parameters of the Approved PSP, the
Approved Budget, standard lease forms and the Leasing Guidelines. It is expected that the
Team, under the direction of the Manager Representative, will implement the leasing and
marketing elements of the Approved PSP and Approved Budget. No Team may be affiliated
with Manager, without the prior written approval of the Owner Asset Manager, which approval
may be withheld in Owner's sole discretion.
Tenant Renewals
Oversee all tenant renewal efforts. As part of the budget and PSP process, the Manager
Representative will develop a marketing plan, which addresses tenant retention and satisfaction.
The Manager Representative will be the principal contact for tenant complaints and requests and
will insure that all tenant related matters are handled in a timely, professional and courteous
manner.
Vendor Services
Be responsible for procurement of cost effective, quality services, labor and supplies for the
management and operation of the Property in accordance with the terms of this Agreement. The
Manager Representative will insure that all such services are provided by qualified companies,
which have been selected through a competitive bidding process in accordance with the
requirements of this Agreement.
Tax Appeals
In furtherance of Manager's obligations under Section B1, Taxes, to insure that all real estate and
personal property taxes are appealed and settled at an acceptable level and paid prior to
delinquency or penalty. With respect to real estate taxes, the Manager Representative will work
closely with the Owner Asset Manager and any real estate tax consultant.
Property Condition
Oversee all repairs, maintenance and capital improvements of the Property expressly approved in
accordance with this Agreement or an Approved Budget, or otherwise requested and/or approved
in writing by Owner or the Owner Asset Manager, whether by providing direct engineering or
construction support or acquiring this support efficiently and inexpensively from a third party
construction manager. The Property will be maintained in a condition consistent with the
Approved Budget, the Approved PSP and the direction of the Owner Asset Manager. Unless
Owner elects in its sole discretion to utilize a third party construction manager with respect to a
particular project, the Manager Representative's duties under this subsection (8) (Collectively,
the "Construction Supervision Services") shall include, without limitation, monitoring the design
and construction of tenant improvements as required or permitted under the leases and other
construction or reconstruction at the Property, such as: scheduling meetings between space
planners and tenants (or prospective tenants); performing valuing engineering for the work to be
performed; obtaining tenants' written approval of working drawings; coordinating and directing
pre-bid conferences with contractors; establishing a project time schedule; administering and
coordinating jobsite construction meetings as necessary to insure the timely flow of information
between tenants, space planners and contractors; reviewing and approving change orders;
obtaining and reviewing all necessary lien releases; reviewing all payment requests pursuant to
the contract documents; inspecting the construction of the improvements; insuring that the
construction is completed in accordance with the plans and specifications and construction
contract requirements; assisting contractors in obtaining notices of completion, certificates of
occupancy, or equivalent documents; conducting final walk-through with tenants, space planners
and contractors; obtaining tenants' written acceptance and acknowledgment of the substantial
completion date of the improvements; assisting in the preparation of a final punch list which
itemizes all work needing to be completed or requiring repair or adjustment; and obtaining from
contractors, subcontractors, material suppliers or other consultants all such guarantees,
instructions, equipment manuals, warranties and all other pertinent documents relating to the
work. If requested, Manager shall furnish the Owner Asset Manager with reports summarizing
the repairs, improvements and replacements being constructed on the Property, which reports
shall also summarize any material problems or issues, which may result in connection with such
work.
Be responsible for meeting specific Property goals and objectives. The Manager Representative
shall prepare and present to the Owner Asset Manager on a quarterly basis in such format and
delivered in such medium as Owner may determine in its sole discretion, a comprehensive status
report for the Property. The quarterly reports will include the following information: Leasing
Reports, Market Absorption Information, Vacancy, Sub-Market, Report on Lost Deals, General
Market Information, Update on Proposals and Leases Outstanding, Status of Lease Renewals,
Actual Property Performance versus Budget, Capital Projects Status, Accounts Receivable
Status, and Write-Off Status. Following delivery of the quarterly report, the Manager
Representative shall meet with the Owner Asset Manager to discuss the issues raised in the
report or other topics of concern to the Owner Asset Manager. The Owner Asset Manager may
require the Manager Representative or members of the Manager's staff to meet more frequently
to discuss strategy, budget or other issues. The Manager Representative will provide quarterly
reports regarding major variances to line item budget categories, except as otherwise provided in
the Procedures Manual. The Manager Representative may be requested to provide additional
information as the need arises in the course of business.
2. Develop an estimate of the value of the Property, which would be used to support real
estate investment decisions. The Manager Representative shall possess a high level of
technical real estate knowledge and be well based in applying discounted cash flow
valuation techniques. This valuation is a key component of the Approved Budget and
Approved PSP approval process.
3. In the lease approval process, the Manager Representative shall provide the Owner Asset
Manager with a detailed recommendation letter and credit analysis for each prospective
tenant. This recommendation letter shall include the determination of a net effective rent
(NER) calculation using such software as Owner may determine in its sole discretion and
review of the impact of the transaction on value and cash flow.
4. The Manager Representative shall cooperate with and provide transaction support to
Owner in connection with the acquisition and sale of the Property. With respect to
dispositions, Manager Representative shall insure that all on-site Property files are up-to-
date and available for review by potential buyers. The Manager Representative shall also
insure that on-site representatives are available at the Property to provide tours to sales
agents, prospective buyers or other parties designated by Owner. With respect to
acquisitions, Manager and the Manager Representative shall provide property specific
due diligence review in accordance with a mutually agreed upon scope of services and
compensation.
Books of Accounts
Manager shall maintain adequate and separate books and records for the Property, the entries to
which shall be supported by sufficient documentation to ascertain that said entries are properly
and accurately recorded to the Property. Manager at Manager’s shall maintain such books and
records in accordance with Section C4 or at such other location as may be agreed upon in writing
by Owner. Manager shall insure such control over accounting and financial transactions as is
reasonably required to protect Owner's assets from theft, error or fraudulent activity on the part
of Manager's employees or other agents. Losses arising from such instances are to be borne by
Manager and shall include but not be limited to:
2. Penalties, interest, or loss of vendor discounts due to delay in payment of invoices, bills
or other like charges,
5. Manager's employees or associates arising from the purchase of goods or services for the
Property, and
Manager shall insure that all books and records, documentation, data and other information
required to be maintained during the term of this Agreement shall be prepared and reported in a
timely and accurate manner, and in accordance with required accounting policies and procedures.
Manager will maintain the books and records for the Property, utilizing systems designated by
Owner in accordance with the terms of this Agreement. Manager will from time to time be
asked to respond to requests for information from the Owner Asset Manager, Owner or Owner
Asset Manager’s accounting group. Manager shall respond to such requests on a timely basis.
Manager shall designate an individual with a minimum of five (5) years of real estate accounting
experience, a degree in accounting and a Certified Public Accountant designation to be Owner’s
single point of contact for accounting related issues. This individual shall insure that all
accounting and financial information for the Property is prepared and reported timely and
accurately, and in accordance with required accounting policies and procedures. The Manager
Representative and Manager will insure that the accounting function is staffed with appropriately
competent staff to meet Owner's reporting requirements. Manager shall at all times maintain a
control environment in accordance with the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). All of Owner's accounting related issues will be supervised by
the Owner Asset Manager’s accounting group as designated by Owner’s Asset Manager.
Account Classification
Manager shall adopt Owner's Chart of Accounts, a copy of which will be delivered by Owner to
Manager and which may be amended by Prudential in writing from time to time. Manager shall
not make any amendments or modifications to the Chart of Accounts without Owner's prior
written approval.
Reports
Manager shall complete all accounting and record keeping for the current month by the 22nd of
such month. Manager shall timely remit to Owner all reports, variance explanations and other
Property and Tenant information required will be remitted to Owner or Prudential pursuant to the
Procedures Manual, which reports, explanations and information shall be remitted in accordance
with the policies and procedures set forth in the Procedures Manual. Manager shall also provide
any written reports and information, which may from time to time be requested by Owner in
such format and delivered in such medium as Owner may determine. Manager shall provide
supporting documentation as requested by Owner.
Approved Budgets
Manager shall prepare and submit to Owner the PSP and budget described in Section C1 above.
Each proposed PSP and budget shall be delivered to Owner within ninety (90) days after the
execution of this Agreement. A subsequent proposed PSP and budget shall be submitted no later
than September 15 (or such other date as specified by Owner in writing) of each calendar year.
Manager will reforecast the budget from time to time, and shall, at Owner's request, provide
written variance explanations. Manager shall inform Owner at least quarterly of major variances
in all budget categories including revenue, expenses and capital expenditures. Owner's approval
of a PSP and budget shall be evidenced in writing (the approved PSP and budget being herein
referred to as the "Approved PSP" and the "Approved Budget," respectively).
Manager agrees to use diligence and to employ all reasonable efforts to insure that the actual
costs of maintaining and operating the Property shall not exceed the Approved Budget pertaining
thereto either in total or in any one accounting category. All Property expenses must be charged
to the proper account as specified in Owner's Chart of Accounts and no expense may be
classified or reclassified for the purpose of avoiding excess in the annual budgeted amount of an
accounting category. Manager shall secure the Owner Asset Manager's prior written approval
for any expenditure that will result in any excess greater than $5,000 or five percent (5%) of the
annual budgeted amount in any one accounting category of the Approved Budget. During the
calendar year Manager shall inform Owner of any major increases in costs and expenses that
were not foreseen during the budget preparation period and thus were not reflected in either the
Approved Budget or the reforecasted budget.
On Owner's behalf, Manager shall comply with all applicable provisions of the Internal Revenue
Service Code and Regulations with respect to the preparation of IRS Form 1099. In preparing
such forms, Manager shall use its own employer identification number and not that of Owner.
Manager shall retain a copy of each completed form in its files.
Accounting Principles
All financial statements and reports required by Owner will be prepared in accordance with
generally accepted accounting principles and the Procedures Manual. To the extent of a conflict
between generally accepted accounting principles and the Procedures Manual, the Procedures
Manual shall control.
All books, records, lease and sale information, computer programs, correspondence and property
related records are property of Owner and should be considered confidential and proprietary to
Owner's interest.
Required Software
In connection with the management of the Property, Manager shall acquire and utilize such
computer software as Owner may require. Manager shall keep such software current and install
all upgrades, enhancements and new versions of the software which may be from time to time
released by the vendor and/or required by Owner (collectively, the "Required Software").
Manager shall cause all personnel who use the Required Software to attend and complete
system-training programs offered by the vendor and licensor of the Required Software
("Licensor"). Manager shall also be responsible for obtaining and maintaining any equipment
required for proper operation of the Required Software, including but not limited to, the
communications equipment required for transmissions of Data (hereinafter defined) to Owner.
Owner may from time to time require additional or substitute software to be included among the
Required Software and shall provide not less than sixty (60) days' advance notice to Manager of
such additions or substitutions. Manager shall use the Required Software to enter, process, store
and transmit Data to Owner as Owner may from time to time require and shall comply with any
Data reporting standards as Owner may establish.
1. Manager shall enter into a licensing agreement directly with licensor for the right to use the
Required Software (the "License Agreement"). In addition, Manager shall be required to
maintain with Licensor, pursuant to the terms of the License Agreement, (i) a software
maintenance agreement, ensuring that Licensor provides Manager with the version of the
Required Software, as designated by Owner at its sole discretion, at all times during the term
of the License Agreement ("Software Maintenance"), and (ii) a software support agreement,
giving Manager the option to access by telephone Licensor's software support and help-line
("Phone Support"). In no event shall Manager make any changes to the Required Software
without Owner’s consent, which consent may be granted or denied in Owner's sole and
absolute discretion. Any breach by Manager of the License Agreement shall constitute cause
for Owner to terminate this Agreement.
2. Sample License Agreements, setting forth the minimum terms Licensor has agreed to provide
to Owner’s property managers with respect to the Required Software, are attached hereto as
TBD and TBD. The terms of the License Agreement(s) shall be negotiated by Manager and
Licensor and may be modified to reflect additional or different terms from that shown on
TBD and TBD, respectively. Manager shall deliver to Owner a fully executed copy of the
License Agreement(s) upon completion thereof. Manager shall pay all licensing, registration,
transfer and other fees required under the terms of the License Agreement and shall
otherwise be liable for any and all obligations incurred in connection the License
Agreement(s).
3. Manager shall be responsible for and shall incur all costs and expenses in connection with the
Required Software, Software Maintenance, Phone Support, software training,
telecommunications costs of transferring Data (hereinafter defined) to Owner, the cost of
telecommunications equipment required to transfer Data to Owner and any hardware upgrade
required for proper operation of the Required Software.
4. Manager acknowledges that any and all data compiled by Manager with respect to the
Property and used in connection with, entered, stored or transmitted through the Required
Software (collectively, the "Data") are the property of Owner. Such Data constitutes
confidential information and valuable trade secrets of Owner, and Manager shall not use or
disclose the Data for any purpose other than performing its obligations under this Agreement.
Manager will comply with all policies and procedures of Owner respecting the transmission
of reports and Data through means of Required Software. Manager shall be solely
responsible for ensuring security and backup procedures to avoid unauthorized access to or
inadvertent loss of Data stored on Manager's computer system. Owner shall have no liability
whatsoever for loss or damaged Data.
5. Manager shall be required to copy all Data to a backup system at least one time per week
utilizing a medium that is mutually agreed upon by Owner and Manager, and to store such
Data in an off-site facility. If required by Owner, Manager will provide and maintain the
necessary computer and communications equipment to permit remote access to the Required
Software by Owner for the collection of Data.
6. Upon termination of this Agreement, whether in it entirety or with respect to the Property,
Manager shall transfer all Data to Owner, or such Data as relates to the Property, or to such
other party as Owner shall designate in writing to Manager, by magnetic media or such other
method as designated by Owner. Manager shall remove all copies of the Data from its
computers and computer storage devices, and shall certify to Owner in writing with respect
to such cessation and removal.
No. C •2 Compensation
Management Fee
During the term hereof, Manager shall receive from Owner the management fee set forth on
Schedule TBD hereto (the "Management Fee") based upon a percentage of the rents actually
collected and remitted during each month, which Management Fee shall be payable monthly. In
no event shall Manager be entitled to any portion of any interest on investments, discounts,
abatement of taxes or proceeds of any sales, insurance, condemnation and/or litigation, and the
Management Fee shall not include a calculation based upon a percentage of any such income or
proceeds. Upon remittance of the Property's net cash and the financial statements as required by
Section C1 above, Manager will submit to Owner a calculation of the Management Fee.
Manager shall not be entitled to any compensation for performing Manager's responsibilities
under this Agreement other than the Management Fee and, if applicable, the Construction
Supervision Fee described in Section C2.
For purposes of computing the Management Fee, rental will include all income actually received
under a lease, except:
1. Security deposits or other deposits unless and not until such deposits are applied as rental
income upon termination of a lease;
2. Rents paid more than thirty (30) days in advance of the due date until the month in which
such payments are to apply as rental income;
3. Monies collected for capital items which are paid for by tenants;
4. Interest Income;
7. Refunds; and
No. C •2 Compensation
Leasing
If Manager is selected as the Team in accordance with Section B3 above, Owner and Manager
shall enter into the Leasing Agreement and Manager shall be compensated for such services
solely in accordance with the terms thereof.
If Schedule TBD hereto is completed and attached hereto by the parties, Manager shall be
entitled to a construction supervision fee as set forth therein and in accordance with the terms
thereof. Notwithstanding anything herein to the contrary, if Owner elects in its sole discretion to
utilize a third party construction manager with respect to particular project, Owner Manager shall
not be entitled to any construction supervision fee with respect to such project.
No. C •3 Termination
Notwithstanding anything to the contrary contained in this Agreement, Owner may terminate this
Agreement without cause by giving Manager at least thirty (30) days prior written notice.
Manager may terminate this Agreement with or without cause by giving Owner and Prudential at
least sixty (60) days prior written notice.
Upon the occurrence of any of the events described in Section C3 hereof and in addition to the
remedies provided therein, Owner may immediately terminate this Agreement by the service of a
written notice to that effect on Manager. In such case, Owner shall pay Manager an amount
equal to the next monthly installment of the Management Fee, or the Management Fee, which
would normally have accrued to Manager on the collection of rents during the ensuing thirty (30)
days immediately following the termination date, as the case may be. The foregoing provisions
for payment in lieu of the actual Management Fee shall apply only in the case of immediate
termination pursuant to this Section C3.
This Agreement shall terminate automatically and immediately upon sale of the Property by
Owner or upon termination of Owner's right to collect the rents therefrom or, at Owner's option,
in the event of damage to or destruction of the Property so that the same shall become un-
tenantable, or at Owner's option, in the event of a taking of a substantial portion of any specific
No. C •3 Termination
The Owner Asset Manager must sign notice of termination on behalf of the Owner or other
representative designated by Owner.
Final Accounting
Upon termination of this Agreement for any reason or the withdrawal of the Property, Manager
shall use all reasonable efforts to cooperate with Owner to accomplish an orderly transfer of the
operation and management of the Property to a party designated by Owner must deliver to
Owner the following:
1. A final accounting, reflecting the balance of income and expenses on the Property as of
the date of termination or withdrawal to be delivered within thirty (30) days after such
termination or withdrawal.
2. Any balance or monies of Owner and tenant security deposits held by Manager with
respect to the Property to be delivered immediately upon such termination or withdrawal.
3. All original books and records, contracts, leases, receipts for deposits, unpaid bills, on
and offsite inventory, Data, all computer database for all information related to the
Property in Manager's computer database (or computer diskettes which may be accessed
without the use of a special codeword or password) and other papers or documents which
pertain to the Property to be delivered immediately upon such termination. Upon such
termination or withdrawal, Owner will assume responsibility for payment of all approved
or authorized unpaid bills.
4. As to the Property, Manager shall, at its sole cost and expense, remove all signs wherever
located indicating that it is the managing agent which were installed by Manager as
herein expressly provided and replace and restore any damage resulting therefrom.
No. C •4 Notices
All notices, demands, consents and reports provided for in this Agreement shall be in writing and
shall be given to Owner, Prudential or Manager at the address set forth below or at such other
address as they individually may specify thereafter in writing:
and to:
Prudential Real Estate Investors
8 Campus Drive - 4th Floor
Parsippany, NJ 07054
Attn: Law Department
Fax: (973) 683-1788
Such notice or other communication may be mailed by United States registered or certified mail,
return receipt requested, postage prepaid and may be deposited in a United States Post Office or
a depository for the receipt of mail regularly maintained by the post office. Such notice or other
communication may also be delivered by facsimile, hand or by Airborne Express (or other
recognized private courier service), if the addressee acknowledges receipt. For purposes of this
Agreement, notices will be deemed to have been "given" upon personal delivery and
acknowledgement thereof or 48 hours after having been deposited in the United States mails or
overnight delivery service.
No. D •1 Miscellaneous
No Partnership
No Assignment
This Agreement and all rights hereunder, shall not be assignable by Manager without Owner's
prior written consent, which consent may be withheld in Owner's sole discretion. This
Agreement is assignable by Owner and Owner shall be released from liability hereunder arising
after such assignment. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns to the extent assignment is permitted
hereunder.
Only representatives of Owner may give owner’s consents or approvals as designated in writing
by Owner’s contact located at the address provided in or pursuant to Section C4. All such
consents or approvals shall also be in writing.
Pronouns
The pronouns used in this Agreement referring to Manager shall be understood and construed to
apply whether Manager be an individual, co-partnership, corporation or an individual or
individuals doing business under a firm or trade name.
Amendments
Except as otherwise herein provided, any and all amendments, additions or deletions to this
Agreement or any Schedules shall be null and void unless approved by the parties in writing.
Headings
All headings herein are inserted only for convenience and ease of reference and are not to be
considered in the construction or interpretation of any provision of this Agreement.
No. D •1 Miscellaneous
Representations
Manager represents and warrants that it is fully qualified and licensed, to the extent required by
law, to manage real estate and perform all obligations assumed by Manager hereunder. Manager
agrees to comply with all such laws now or hereafter in effect.
Indemnification by Manager
Manager shall indemnify, defend and hold Owner and members in Owner, their officers and
employees harmless from any and all claims, demands, causes of action, losses, damages, fines,
penalties, liabilities, costs and expenses, including attorney's fees and court costs, (except to the
extent covered by insurance carried by Owner pursuant to this Agreement) sustained or incurred
by or asserted against Owner and member in Owner, their officers or employees by reason of or
arising out of (i) Manager's or its agents' or employees' breach of the duties and obligations
required to be performed by Manager pursuant to this Agreement, (ii) acts by Manager or its
agents or employees outside of the scope of Manager's authority under this Agreement, or (iii)
the negligence or willful misconduct of Manager or its agents or employees.
Indemnification by Owner
Owner (but not any member of Owner) shall indemnify, defend and hold Manager and its
affiliates and each of their officers and employees harmless from any and all claims, demands,
causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including
attorney's fees and court costs, (except to the extent covered by insurance carried by Manager
pursuant to this Agreement) sustained or incurred by or asserted against Manager or its affiliates,
or any of their officers or employees, by reason of or arising out of acts or omissions, of Manager
related to Manager’s activities, operations, management or supervision of the Property, except to
the extent of Manager’s obligations set forth in Section D1 Indemnification by Manager above.
1. The indemnities set forth in this Section D1 shall survive any expiration or
termination of this Agreement.
Owner and Prudential is/are committed to the highest standard of ethics in its business activities
and has a policy respecting the actions of all of its employees in connection therewith. Owner
requires that such policy apply, to the extent appropriate, to consultants performing work on its
behalf. A statement of such policy (the "Ethics Policy") is contained in the Procedures Manual.
Manager agrees to comply with terms of the Ethics Policy and further agrees that any breach of
No. D •1 Miscellaneous
such terms shall constitute a breach of this Agreement, giving Owner the rights provided under
Section C3 hereof.
Complete Agreement
This Agreement and the Schedules attached hereto (which Schedules are incorporated herein by
this reference for all purposes) supersede and take the place of any and all previous management
agreements entered into between the parties hereto relating to the Properties covered by this
Agreement.
The parties agree that time is of the essence with respect to the deadlines set forth in and the term
of this Agreement.
Fiduciary Standards
Manager acknowledges that Prudential may hold an interest the Property as a fiduciary for third
party clients, and is subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or comparable fiduciary obligations and, as such, may be required to, and
shall be expressly permitted under this Agreement, to take or not to take such actions as
Prudential deems necessary in order to preserve third party clients' tax exempt status, avoid the
recognition of certain types of income that would be taxable to Prudential's third party clients as
unrelated business taxable income under the Internal Revenue Code of 1986, as amended (the
"Code") and comply with all laws and regulations applicable to employee benefit plans,
including ERISA. Manager will act in all instances in a manner consistent with such fiduciary
standards, including, but not limited to, Manager's obligation to act prudently and solely in the
best interest of Prudential's clients and without conflict of interest.
Manager shall not knowingly engage in any non-exempt transaction which would be prohibited
under the terms of Section 406 of ERISA or Section 4975 of the Code, including the leasing of
any property to a "party-in-interest" or "disqualified person" with respect to one or more benefit
plans having an interest in a Prudential separate account, regardless of the reasonableness or
fairness of the transaction. Without in any way limiting the foregoing, Manager hereby agrees
that Manager shall comply with the provisions respecting leases for properties held in Prudential
accounts subject to ERISA.
No. D •1 Miscellaneous
Governing Law
This Agreement shall be deemed to have been made and shall be governed by and construed and
interpreted in accordance with the laws of the Commonwealth of Virginia. The parties hereto
submit to personal jurisdiction in the Commonwealth of Virginia for the enforcement of the
provisions of this Agreement and waive any and all rights to object to such jurisdiction for
purposes of litigation to enforce this Agreement.
Non-Waiver
The failure of Owner or Manager to seek redress for violation or to insist upon the strict
performance of any covenant, agreement, provision or condition of this Agreement, shall not
constitute a waiver of the terms of such covenant, agreement, provision or condition, and Owner
and Manager shall have all remedies provided herein and by applicable law with respect to any
subsequent act which would have originally constituted a violation.
Sale of Property
Nothing herein contained shall be deemed to constitute Manager as the agent (exclusive or non-
exclusive) with respect to the sale, mortgaging or other financing of the Property.
Attorneys' Fees
In the event of any controversy, claim or dispute between the parties hereto arising out of or
relating to the Property or this Agreement or the breach hereof, the prevailing party shall be
entitled to recover from the losing party, reasonable expenses, attorneys' fees and costs.
Neither Owner nor members in Owner, whether direct or indirect, or any direct or indirect
owners in such parties or any disclosed or undisclosed officers, shareholders, members,
principals, directors, employees, partners, trustees, servants or agents of members in Owner, any
third party client of members of Owner, or any of the foregoing or any investment advisor of
members in Owner (including any assignee or successor of members in Owner) or other holder
of any equity interest in members in Owner, shall be personally liable for the performance of
Owner's obligations under this Agreement. The liability of Owner and members in Owner
(including any third party client of members in Owner, or any assignee or successor of members
in Owner or any third party client of members in Owner) for their obligations hereunder shall be
limited to Owner's interest in the Property.
No. D •1 Miscellaneous
Liens
This Agreement shall not create an interest in real property and it shall not be recorded in the
public records of any jurisdiction. Notwithstanding anything to the contrary contained herein,
neither Manager nor any officer, partner, representative or agent thereof shall be entitled to
place, file or record a lien upon the Property on account of any sums alleged to be due and
payable to Manager.
No. D •1 Miscellaneous
IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and
year first above written.
By:_________________________________
Print Name:__________________________
Its: _________________________________
MANAGER:
By:_________________________________
Print Name:__________________________
Its: _________________________________
TABLE OF CONTENTS
i
2001 - Monument Realty LLC
All Rights Reserved
PROPERTY MANAGEMENT
PROCEDURES MANUAL
TABLE OF CONTENTS
ii
2001 - Monument Realty LLC
All Rights Reserved
PROPERTY MANAGEMENT
PROCEDURES MANUAL
TABLE OF CONTENTS
iii
2001 - Monument Realty LLC
All Rights Reserved
PROPERTY MANAGEMENT
PROCEDURES MANUAL
TABLE OF CONTENTS
iv
2001 - Monument Realty LLC
All Rights Reserved
PROPERTY MANAGEMENT
PROCEDURES MANUAL
TABLE OF CONTENTS
Section C • 4 Notices
Owner 1
Manager 1
Section D • 1 Miscellaneous
No Partnership 1
No Assignment 1
Consent and Approvals 1
Pronouns 1
Amendments 1
Heading 1
Representation 2
Indemnification by Manager 2
Indemnification by Owner 2
Policy Respecting Business Ethics 2
Complete Agreement 3
Time of Essence 3
Fiduciary Standards 3
Governing Law 4
Non-Waiver 4
Sale of Property 4
Attorney’s Fees 4
Owner’s Limited Liability 4
Liens 5
Jury Trial Waiver 6
v
2001 - Monument Realty LLC
All Rights Reserved
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