Agenda - Council - 07/26/2016 - Laserfiche WebLink

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direct and proximate result of negligent acts, omissions, or intentional misconduct of Manager, its employees or agents. In connection with any such claim asserted against Owner, its agents, or employees, Manager shall defend such party with legal counsel reasonable acceptable to Owner. 3.5. Indemnification of Manager. Owner agrees to hold and save Manager free and harmless from any and all liabilities, damages, claims, causes of action, or costs or other expenses, including without limitation reasonable attorneys' fees, paid or incurred by Manager, the conduct of its agents and employees, within the scope of this Agreement in its capacity as property manager hereunder, except for (i) claims based on the negligent acts, omissions, or intentional misconduct of Manager, its agents or employees or (ii) acts of Manager, its agents or employees, outside the scope of Manager's duties hereunder. In connection with any such claim against Manager, its agents or employees, Owner shall defend such party with legal counsel reasonably acceptable to Manager. 3.6. Independent Contractor. It is agreed by the parties hereto that at all times and for all purposes hereunder, the relationship of the Owner to the Manager is that of an independent contractor and NOT an employee OR agent of the Owner. ARTICLE IV. COMPENSATION 4.1. Property Management Fees. In addition to other amounts payable hereunder, Owner agrees to pay Manager each calendar month during the term hereof, a property management fee as set forth on Exhibit A, for all management services provided pursuant to the terms of this Agreement. 4.2. Compensation Review. It is the intention of both Owner and Manager that Manager receive fair and reasonable compensation for the performance of its management duties specified herein. Accordingly, Owner and Manager agree to review the schedule of compensation of Manager set forth on Exhibit A upon written request of either party, given by either party not more often than once every two (2) calendar years during the term hereof. If applicable, Owner and Manager agree to negotiate in good faith a revised compensation schedule in the event that the compensation paid to Manager by Owner hereunder either materially exceeds or is materially less than compensation currently being paid to other property managers of similar reputation and quality for similar services within the geographical area in which Property is located. If Owner and Manager cannot reasonably agree on a revised compensation schedule within thirty (30) days after written notice of request for such compensation review by either party, either party may by written notice terminate this Agreement pursuant to Article V. below. ARTICLE V. TERM 5.1. Term. This Agreement shall commence on the 12 day of July, 2016 and shall continue in full force and effect on a month to month basis thereafter, until the same shall have been terminated in accordance with the provisions of this Article V. 4