REAL ESTATE INVESTMENT ADVISORY AGREEMENT

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A Real Estate Counsel, Inc. currently has a contractual service agreement with B Bank, [_____] which is in effect and expires June 30, 2006 (the “Prior Agreement”).

This Real Estate Investment Advisory Agreement (“Agreement”) by and between A Real Estate Counsel, Inc. (“A”) and B Bank [_____] (“B”) is effective July 15, 2002. This Agreement supersedes and replaces the Prior Agreement. The Prior Agreement shall govern the compensation and indemnification of A for periods prior to July 15, 2002.

WITNESSETH:

WHEREAS, B is the trustee of the B Bank [_____] Multi-Employer Property Trust (“Trust”) established and administered under the Amended and Restated Declaration of Trust dated October 6, [_____] (“Trust Agreement”);

WHEREAS, the Trust is a common trust fund for the collective investment in real estate-related investments (“Real Estate Investments”) of assets of retirement, pension or similar plans (“Participating Plans”); and

WHEREAS, B has determined that it is in the best interest of the Trust to engage A to provide the services set forth in this Agreement with respect to the acquisition, management and disposition by the Trust of interests in real property.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Appointment: B hereby appoints A as an investment advisor to B with respect to the Trust and the Real Estate Investments.

2. Services:

(a) A shall advise B with respect to real estate and real estate-related investments now in the Trust and which B may wish in the future to make on behalf of the Trust.

(b) B and A shall prepare, on an annual basis, a business plan addressing A’s goals and objectives with respect to the Trust for the coming year. The plan shall be prepared and submitted to B no later than the 15th of November of the preceding year. In addition, A shall prepare and submit to B valuation, financial and such other information as is set forth in Appendix III, as amended from time to time by mutual agreement of the parties.

(c) A shall, from time to time, present to B for its consideration Real Estate Investments which, based upon A’s preliminary investigation, are determined by A in good faith to meet the requirements of and to present an appropriate investment opportunity for the Trust. In reviewing potential properties, A shall consider whether (i) the potential investment would generate any unrelated business taxable income (“UBTI”) that would either cause any title holding corporation(s) to lose its/their federal or state tax-exempt status or would have to be recognized or realized by the Trust itself (as sole shareholder of the title holding corporations(s)), and (ii) whether any other contemplated Lawivities might adversely affect the tax-exempt status of the title holding corporation(s).

(d) On receipt of an executed Letter of Intent for a potential Real Estate Investment, A shall prepare an Investment Brief for presentation to the Trust Real Estate Investment Committee (or comparable committee within the Trust Department of B, which is established by B) (collective “TREIC”). The Investment Brief shall include sufficient information (project description, market analysis, risk/return considerations, financial analyses, transLawion structure, etc.) for TREIC’s consideration of the investment merit. Subject to B’ approval through TREIC, A shall complete all appropriate and necessary due diligence services, negotiations, and transaction documentation to effect the acquisition.

(e) On completion of negotiations and documentation, A shall present a recommendation to B inclusive of a description of any material changes to the transaction since submittal of the Investment Brief. Upon B’ approval of the recommendation, A shall cause the investment transaction to be consummated.

(f) A shall maintain appropriate records of the Real Estate Investments and of A’s Lawivities under this Agreement, which records shall be open to inspection by B or its authorized representatives at A’s office during normal business hours. A shall also prepare such periodic reports of its Lawivities and the Real Estate Investments as B may reasonably request.

(g) A shall recommend to B, subject to B’ approval, appraisers, insurance agents and attorneys whose services are necessary or appropriate to the acquisition, ownership, development, operation, and disposition of one or more of the Real Estate Investments, and B shall cause the Trust to pay such persons or entities under the terms of the agreements entered into by A with such persons or entities in the name of the Trust. A shall select and employ on behalf of the Trust agents, accountants, mortgage originators or servicers, lenders, technical advisors, brokers, leasing agents, underwriters, escrow agents, custodians, agents for collection, insurance agents, architects, engineers, construction consultants and managers, construction contractors and others whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the Real Estate Investments. B shall cause the Trust to pay, as directed by A, such persons or entities under the terms of the agreements entered into by A with such persons or entities in the name of the Trust.

(h) With respect to the disposition of Real Estate Investments, A shall provide such services and make such recommendations, as B shall reasonably request.

(i) A shall cooperate with and support B in its efforts to market the Trust to existing and prospective Participating Plans.

(j) A shall provide usual and customary commercial real estate asset management services in respect of the properties held by the Trust as Real Estate Investments, including, among other services, the leasing and re-negotiation of leases on the properties, the retention of Property Management firms, and such other usual and customary real estate asset management services as are normally provided by A in respect of real estate portfolios similar to the Trust. A shall provide such asset management services in respect of all Real Estate Investments in the Trust, including both new Real Estate Investments built or acquired by the Trust and “stabilized” Real Estate Investments that have been previously leased out.

(k) A shall provide other similar services within its area of expertise which B may reasonably request from time to time relating to the Trust, but this shall not include property management services which, if provided, shall be separately compensated.

3. Furnishing Information to A: B shall keep A informed with regard to the Real Estate Investments owned by the Trust, and the funds available or expected to be available for investment by the Trust. In addition, B shall provide A with a current list of all Participating Plans in the Trust. Upon request, B will provide A any additional information as necessary and appropriate for the purpose of A performing their functions.

4. Policy Board and Informational Material: B shall maintain a Policy Board for the Trust. The Policy Board shall have up to six members and such duties and
responsibilities as determined by B. For so long as this Agreement is in effect, two members of the Policy Board may be nominated by A. Each of the members of the Board shall be appointed by B and shall serve until he resigns or is replaced by B. Neither the appointment nor service by the Policy Board shall diminish B’ exclusive control over and authority to manage the Trust. All informational material distributed by B with respect to the Trust shall list the members of the Policy Board and identify any members who are employees of A to be such. In addition, all such informational material shall clearly disclose that A is the investment advisor to B with respect to the Trust and the Real Estate Investments and that B is the Trustee.

5. Custody of assets: A shall not have authority to retain possession of any assets of the Trust or any instruments (excepting duplicate originals thereof) evidencing the ownership of investments of the Trust. All assets of the Trust and all instruments evidencing the ownership of investments of the Trust and originals of all documents which are necessary for B to exercise their rights or remedies with respect to the assets of the Trust, including, but not limited to, all notes, mortgages, deeds, leases, certificates, title policies, assignments, legal opinions, bills of sale and indemnities, shall be held by B, which shall be responsible for all custodial arrangements with respect thereto. All payments, distributions, and other transactions in cash or securities, whether with respect to the Trust or the assets thereof (including, without limitation, any rents or mortgage payments or receipts) shall be made directly to or from B. B is obligated to maintain the records required of MEPT. B represents that it is
currently a “qualified professional asset manager” (“QPAM”) as that term is defined in Prohibited TransLawion Exemption 84-14 and that it will notify A as soon as possible if it ceases to qualify as a QPAM.

6. Compliance with Laws, Regulations, Codes, Etcetera: A shall perform its duties and responsibilities under this Agreement in accordance with, and will be limited in the exercise of its rights by, the provisions of the [___] (“[_____]”) and all other applicable federal, state and local laws, ordinances, codes or regulations applicable to its duties and responsibilities, including without limitation identifying the appropriate required permits, certificates, approvals and inspections. If a charge of noncompliance with respect to any such laws, regulations or ordinances is brought against A, it shall promptly notify B of such charge in writing.

7. Confidentiality: A and B each agree that any information provided it or its employees by the other party or by persons Lawing for or on behalf of the other party concerning such other party or the Trust and which is not public information shall be treated as proprietary and confidential by the recipient and its employees. Such information shall not be divulged to any party except as described in the next sentence or used for any purpose other than for the management and administration of the Trust or the performances required by this Agreement. Each party and its employees may, in good faith, divulge fLawual information of the type described in this paragraph to regulatory authorities and the Participating Plans.. A shall keep B informed on a current basis, of information being communicated and divulged to any Participating Plan, without regard to whether such information is proprietary and confidential as described in this subsection. The provisions of this subsection regarding confidentiality shall survive the termination or expiration of this Agreement.

8. Solicitation of B’ Removal as Trustee: During the term of this Agreement, A shall not (a) request, encourage or solicit any Participating Plan to vote for or support the removal of B as the Trustee of the Trust, or the replacement of B by another trustee, or (b) request, encourage or solicit any Participating Plan to withdraw from the Trust; unless A in good faith reasonably believes that applicable law or fiduciary obligations requires it to do so; provided, however, that, other than a solicitation as described in items (a) or (b) above, nothing herein shall preclude A from communicating any information or concerns to Participating Plans or potential Participating Plans relating to the Trust that A reasonably and in good faith believes is required or appropriate to be disclosed to Participating Plans or potential Participating Plans by applicable law, the terms of the Declaration, or that is material or important information that is required or appropriate to be disclosed to an investor in the Trust under principles of good faith and fair dealing with investors, and no such communications shall be deemed to violate this Section 8.

9. Compensation: B shall solely be responsible for establishing the formula for calculating the fees B charges to the Trust Participants and may change those fees at any time. As of the effective date of this Agreement, the fees established by B were those shown in Appendix I to this Agreement. The provisions for compensating A under this Agreement are set forth in Appendix II to this Agreement. If B, in good faith and after consultation with A, determines that it should change the formula used for calculating the fees it charges to the Trust Participants, A’s compensation under this Agreement shall be changed proportionately on a prospective basis only.

10. Expenses of A: A shall bear all of its internal costs and expenses in connection with the performance of its services hereunder, including, but not limited to: employees’ salaries; travel; lodging while in a travel status; office overhead (including long distance telephone charges); insurance (other than insurance of Real Estate Investments); taxes levied on A and its operations and income; and legal, accounting and other professional fees associated with A internal affairs (but not fees of such professionals incurred directly with respect to a particular Real Estate Investment, whether or not such Real Estate Investment is in fLaw acquired by the Trust). The intent of this paragraph is that A shall be compensated solely by its fee.

11. Other Business of A: Nothing in this Agreement shall be construed to restrict the right of A or its affiliates to Law and continue to Law as investment managers or advisors for other clients, nor shall this Agreement be deemed to restrict in any way the freedom of A or its affiliates to conduct any other business venture of any nature or to make investments for its investment account or the investment accounts of any other person or entity.

12. Liability and Indemnification: A, its officers and its employees will not be liable to B (whether on a tort, breach of contrLaw or other theory) for investment advice or Laws or omissions under or pursuant to this Agreement or for the Laws or omissions of B in the management of the Trust, and B shall indemnify and save harmless A, its officers and employees from and against any and all claims asserted against them arising from any such investment advice, Laws or omissions, including all attorney’s fees and other expenses reasonably incurred in the defense of any such claim unless (a) such Law or omission for which exculpation or indemnification is sought constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard by A of its duties in the performance of services under this Agreement, or (b) with respect to any such Law or omission for which exculpation or indemnification was sought, A is a fiduciary to the Trust or a Participating Plan under [_____] and such Law or omission was a violation of the duties imposed upon A as a fiduciary under [_____] (except to the extent that liability arises derivatively from the Laws or omissions of B) or a violation of any other federal or state law applicable to A. A shall indemnify and save harmless B from and against any and all claims, including all attorneys’ fees and other expenses reasonably incurred in the defense of any claim, asserted against B by reason of any Law or omission of A that (a) constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard of its duties in the performance of services under this Agreement; or (b) constituted a violation of the duties imposed upon A as a fiduciary under [_____] (except to the extent that liability arises derivatively from the Laws or omissions of B) or a violation of any other federal or state law applicable to.

A. The provisions of this paragraph shall survive termination or expiration of this Agreement.

13. Assignment: This Agreement shall not be assignable by B or A without the written consent of either party, provided that no consent shall be necessary in the case of a merger, acquisition or reorganization. A warrants that, in the event of an acquisition, merger or reorganization of A, there will be no material changes to the nature or quality of the services provided by A to B and that continuity and quality of services provided by A to the Trust will be preserved either by retaining senior personnel in place as of the effective date of this Agreement or replacing them with a sufficient number of individuals with comparable skill and experience in relevant disciplines. To the extent permitted by law, the assigning party shall provide notice to the other not less than sixty (60) days in advance of such assignment, or such shorter period of notice as the parties may agree upon; except that B shall provide only that notice that it is permitted to provide under any contractual commitments relating to the transaction resulting in the assignment.

14. Acknowledgments, Representations and Warranties of A: With the understanding that B intends to rely on these representations, A represents and agrees that:

(a) In providing the services described in this Agreement, A shall exercise the degree of care consistent with that of qualified professional investment advisers in relating to the same or similar kinds of investments and shall conduct itself in a manner consistent with the fiduciary responsibility requirements of [_____], with respect to an investment adviser who, under [_____], is a fiduciary with respect to the Trust.

(b) A is a registered investment adviser under the [_____], and will maintain its registered status under that Law unless firms engaged in providing real estate investment advice are no longer permitted to be a registered investment adviser under that Law. A is in compliance in all material respects and will continue to be in compliance in all material respects during the entire term of this Agreement, with the applicable provisions of that Law. A will provide B with a current and valid copy of Part II of A’s Form ADV during the entire term of this Agreement. A has also complied with and will comply with during the entire term of this Agreement, all applicable regulations, registrations, filings, approvals, authorizations, consents or examinations required by the [___] Securities and Exchange Commission, the [___] Department of Labor or any other governmental authority having jurisdiction over its Lawivities or the Laws contemplated by this Agreement.

(c) The personnel of A who will be responsible for carrying out this Agreement are individuals experienced in the making of real estate investments of the nature contemplated by this Agreement and are also experienced in the performance of the various functions contemplated by this Agreement.

(d) A shall promptly notify B in the event of any change in control of A or if A or any affiliate of A is the subject of proceedings properly commenced under any chapter of the Bankruptcy Law, is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.

(e) A has procured and shall maintain at all times during the term of this Agreement, if commercially available to investment advisors, errors and omission/professional liability insurance or fiduciary insurance which specifically includes coverage for the Trust’s plan assets in the amount of $5,000,000 per occurrence and $5,000,000 in the aggregate. A shall furnish to B on an annual basis certificate(s) of insurance along with a letter setting forth (i) the amount(s) of coverage, (ii) policy number(s), (iii) expiration date(s), (iv) retention, and (v) carrier name(s). Furthermore, A shall extend a good faith effort in providing prior written notice to B of any termination or reduction in the amount or scope of coverage. A shall notify B immediately of any claim made under said errors and omission/professional liability insurance or fiduciary liability insurance and any payment of proceeds. Maintenance of such insurance shall not release A from any obligations or liabilities under this Agreement.

(f) A should promptly notify B in the event that any of the foregoing acknowledgments, representations, warranties or agreements shall no longer be true.

15. Representations of B: With the understanding that A intends to rely upon these representations, B represents, warrants and agrees that: (i) it is the Trustee of the Trust; (ii) A has been duly appointed by B to provide investment advice to B in connection with its duties as Trustee of the Trust; and (iii) B has delivered a true and correct copy of the Trust Agreement and any amendments thereto as may be adopted from time to time to A for convenience of reference, but the rights, powers and duties of A shall be governed solely by the terms of this Agreement without reference to the terms of the Trust Agreement.

16. Construction:

(a) This Agreement (including the exhibits, other addenda, if any, and documents incorporated by reference, if any) constitutes the entire Agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. Except as expressly provided herein, this Agreement may be modified only if such modifications are in writing and signed by the parties hereto.

(b) If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the rights of the parties hereto. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

(c) Any reference to a section of [_____], the Internal Revenue Code or other laws shall be deemed to include a reference to any amendment thereof and any successor provisions thereto as well as any regulations or administrative pronouncements thereunder.

(d) This Agreement shall be administered, construed and enforced in accordance with the laws of the [___] as if the Agreement were executed and performed entirely therein (without giving effects to principles of conflicts of law) to the extent such laws have not been preempted by [_____] or other applicable law.

(e) This Agreement may be executed in any manner of separate counterparts, each of which shall together be deemed an original, but the several counterparts shall together constitute but one and the same Agreement of the parties hereto.

17. Relationship of Parties: The relationship between the parties created by this Agreement is that of independent contractors, and not partners, joint venturers or agents. Nothing in this Agreement shall be construed as obligating the Trust to receive services from A to pay the fees or other sums due A or otherwise render performance due to A and A confirms that it will look solely to B, and not the assets of the Trust, for the payment of sums due it under this Agreement.

18. Notice: Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall, unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, be given by being mailed by certified mail to the following parties at the addresses indicated:

B Bank, N.A

Any party may at any time give notice to the other that it wishes to change its address for purposes of this paragraph.

19. Termination:

(a) Except as provided in section 19(b), the term of this Agreement shall commence on July 15, 2002, and shall continue until June 30, 2012, (the “Initial Term”) as such may be extended as provided in this section 19(a). The term of this Agreement shall be automatically extended on June 30, 2012 and on each two-year anniversary of June 30, 2012 for two (2) additional years (to June 30 of the year two years after such renewal date). The Initial Term as so extended is referred to herein as the Extended Term.

(b) Prior to the expiration of this Agreement or any renewal term:

(i) Either party may elect to terminate if the other is the subject of proceedings properly commenced under any chapter of the Bankruptcy Law; is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of a competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.

(ii) Either party may terminate if the other materially breaches this Agreement or commits, or has committed prior to the effective date of this Agreement, an Law or omission in the performances contemplated by this Agreement (or the Prior Agreement between the parties) constituting bad faith, willful misfeasance, negligence or reckless disregard of duties or responsibilities and such breach or Law or omission is not cured within that period of thirty (30) days next following the date on which written notice specifying such breach or Law or omission is delivered to the breaching party. Material breaches for purposes of this section 19 shall include, but not be limited to, material violations by A of Section 8 hereof and material failure by A to comply with Section 2 hereof.

(iii) This Agreement shall terminate (A) on liquidation of MEPT if the Trust is terminated pursuant to Section 8.3 of the Trust Agreement, or (B) on B’ removal, resignation or otherwise ceasing to Law as the trustee of the Trust but this Agreement shall not terminate if (x) B ceases to be a Trustee because it is acquired and the acquirer becomes Trustee of the Trust, or (y) a successor Trustee is appointed which is or will become an affiliate of B or any successor to B becomes the Trustee of the Trust by merger, acquisition or reorganization of B or by sale of B’ trust business in whole or in part.

(iv) Either party may terminate if the Trust is the subject of any action by any regulatory authority (including without limitation the Office of Comptroller of Currency, the Internal Revenue Service and the Either party may terminate if the Trust is the subject of any action by any regulatory authority (including without limitation the Office of Comptroller of Currency, the Internal Revenue Service and the Department of Labor) which results in conditions under which the operation of the Trust is not feasible.

(v) A may terminate this Agreement without cause in the event that Participating Plans representing 60% of the Units of the Trust notify within a 30-day period A and B in writing, referencing this Section 19(b)(v), that they wish to terminate B’s services under this Agreement.

(c) A party electing to terminate this Agreement pursuant to subsection (b) of this paragraph shall exercise such election by written notice given in the manner described in Section 18.

(d) Upon termination or expiration, B will promptly honor all instructions received from A. B shall provide to A a final overall report and shall deliver to A any and all original documents pertaining to Real Estate Investments then in its possession and, as requested by A, copies of other books and records relating to the Trust and the Real Estate Investments that are not already in the possession of A.

(e) Upon termination, fees of B shall be prorated to the date of termination.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

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