Agenda - Council - 06/27/2006 - Laserfiche WebLink

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4.3. Extraordinary Services. If Manager is requested or required to perform extraordinary services not customarily a part of the usual services performed by managers of similar properties, it is agreed by the parties hereto that Manager shall receive additional compensation therefor in an equitable amount to be agreed upon between parties in good faith. Such extraordinary services would include, without limitation, assisting in the refinancing of Property and providing construction design or space planning services. If the parties cannot agree on the amount of such additional compensation, said matter shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. 4.4. 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 B hereto 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 sLrrdlar reputation and quality for similar services within the geographical area in which Property is located. If Owner and Manager carmot reasonably agree on a revised compensation schedule within thirty (30) days after written notice of request for such compensation review by either party, any remaining disputes shall be settled by arbitration in accordance with the rules established by the American Arbitration Association. Such arbitration shall be held within the city in which the Property in question is located. ARTICLE V. TERM 5.1. Term/Termination. This Agreement shall commence on the 1" day of December, 2005 hereof for a period of one year 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. 5.2. Termination for Cause. Owner shall have the right to terminate this Agreement at any time upon written notice to Manager in the event that: (i) Manager, its employees or agents, shall unlawfully convert funds of Owner to its own use or shall engage in any other act of dishonesty in violation of the terms hereof; or (ii) Manager, its employees or agents shall commit any act or omission which constitutes gross negligence. In each such instance, Owner shall pay Manager all compensation which would normally have accrued to it in accordance with the terms hereof through the effective date of termination. 5.3. Termination on Sale. In the event that Owner elects to sell any Property, this Agreement shall terminate automatically and immediately upon the closing of the sale thereof, -6- -371-