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ARTICLE I CERTAIN DEFINITIONS | 1 | |||
ARTICLE II ORGANIZATION AND PURPOSE | 12 | |||
2.01 Continuation of the Company | 12 | |||
2.02 Name of Company | 13 | |||
2.03 Principal Place of Business | 13 | |||
2.04 Purpose | 13 | |||
2.05 Exclusive Activities of Company | 13 | |||
2.06 No Payment of Individual Obligations | 13 | |||
2.07 Title to Assets | 13 | |||
2.08 Term | 13 | |||
2.09 Representations and Warranties | 13 | |||
ARTICLE III CAPITAL | 14 | |||
3.01 Initial Capital Contributions; Other Related Transactions | 14 | |||
3.02 Additional Capital Contributions | 15 | |||
3.03 Failure to Make Capital Contribution | 15 | |||
3.04 Capital Accounts | 16 | |||
3.05 Negative Capital Accounts | 17 | |||
3.06 Return of Capital; No Interest on Amounts in Capital Account | 17 | |||
ARTICLE IV ALLOCATIONS | 17 | |||
4.01 Allocation of Profits and Losses | 17 | |||
4.02 Special Allocations | 18 | |||
4.03 Curative Allocations | 19 | |||
4.04 Other Allocation Rules | 20 |
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4.05 Tax Allocations: Code Section 704(c) | 20 | |||
ARTICLE V DISTRIBUTIONS | 20 | |||
5.01 Net Cash Receipts | 20 | |||
5.02 Cash Flow from Liquidating Sale | 21 | |||
5.03 Distributions on Liquidation | 21 | |||
5.04 Distributions in Kind | 22 | |||
5.05 REIT Distributions | 22 | |||
5.06 Offsets | 22 | |||
ARTICLE VI MANAGEMENT | 23 | |||
6.01 Management and Control of Company Business | 23 | |||
6.02 Delegation; Standards; Indemnification | 25 | |||
6.03 Annual Business Plan | 27 | |||
6.04 Matters Requiring Approval of NYSCRF | 28 | |||
6.05 Hazardous Materials | 30 | |||
6.06 Emergency Actions | 30 | |||
6.07 Regular Meetings | 31 | |||
6.08 Special Meetings | 31 | |||
6.09 Third Parties | 31 | |||
6.10 Other Activities of Partners | 32 | |||
6.11 Withholding of Tax on Certain Company Distributions | 32 | |||
6.12 Unrelated Business Taxable Income | 33 | |||
6.13 Prohibited Transactions | 34 | |||
6.14 Deemed Approval | 35 | |||
6.15 Reporting Requirements | 35 | |||
6.16 Action by Partners | 36 |
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6.17 Right to Disclose Information | 36 | |||
6.18 Contracts with Affiliates | 36 | |||
6.19 Loan Provisions | 36 | |||
6.20 Project Financing | 37 | |||
6.21 Title Holding Subsidiaries | 38 | |||
6.22 Ratification of Recitals | 39 | |||
ARTICLE VII COMPENSATION OF PARTNERS; PAYMENT OF COMPANY EXPENSES | 39 | |||
7.01 Compensation from Company | 39 | |||
7.02 Company Expenses | 39 | |||
ARTICLE VIII COMPANY BOOKS, RECORDS AND STATEMENTS | 40 | |||
8.01 Books and Records | 40 | |||
8.02 Method of Accounting | 40 | |||
8.03 Fidelity and Other Bonds | 40 | |||
8.04 Financial Statements; Appraisals and Other Information | 40 | |||
8.05 Bank Accounts | 42 | |||
8.06 Tax Matters | 42 | |||
8.07 Certain Elections | 43 | |||
ARTICLE IX DEFAULT PROVISIONS | 44 | |||
9.01 Events of Default | 44 | |||
9.02 Grace Period | 44 | |||
9.03 Remedies Reserved | 45 | |||
ARTICLE X TRANSFER OF PARTNERSHIP INTERESTS; SALE OF PROPERTY | 45 | |||
10.01 Transfer | 45 | |||
10.02 Approved Transfers | 45 | |||
10.03 Withdrawal of a Partner | 46 |
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10.04 Admission of Transferee as a Partner | 47 | |||
10.05 Admission of Additional Partners | 47 | |||
ARTICLE XI DISSOLUTION AND LIQUIDATION | 48 | |||
11.01 No Dissolution, etc | 48 | |||
11.02 Events Causing Dissolution | 48 | |||
11.03 Rights to Continue Business of Company | 48 | |||
11.04 Dissolution | 49 | |||
11.05 Liquidation | 49 | |||
11.06 Reasonable Time for Winding Up | 49 | |||
11.07 Termination of Company | 49 | |||
ARTICLE XII BUY-SELL | 49 | |||
12.01 Invoking the Buy-Sell Provision | 49 | |||
12.02 Closing | 50 | |||
12.03 Assumption of Company’s Obligations | 51 | |||
12.04 Payment of Debts | 51 | |||
12.05 Assignment of Rights or Dissolution | 51 | |||
ARTICLE XIII ACQUISITIONS, NEW DEVELOPMENTS AND REDEVELOPMENTS | 51 | |||
13.01 Exclusive Operations | 51 | |||
13.02 Yield Parameters | 51 | |||
13.03 New Acquisitions | 51 | |||
13.04 Initiation of New Developments and Redevelopments | 53 | |||
13.05 Development Management Guaranty | 53 | |||
13.06 Disapproval of Proposed New Development or Redevelopment | 53 | |||
13.07 First Refusal and Repurchase Rights | 54 | |||
ARTICLE XIV MISCELLANEOUS PROVISIONS | 55 |
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14.01 Additional Actions and Documents | 55 | |||
14.02 Notices | 55 | |||
14.03 Survival and Reliance | 56 | |||
14.04 Waivers | 56 | |||
14.05 Exercise of Rights | 56 | |||
14.06 Binding Effect | 56 | |||
14.07 Limitation on Benefits of this Agreement | 56 | |||
14.08 Amendment Procedure | 56 | |||
14.09 Entire Agreement | 56 | |||
14.10 Pronouns, Time | 57 | |||
14.11 Headings | 57 | |||
14.12 Governing Law | 57 | |||
14.13 Partner’s Representatives | 57 | |||
14.14 Execution in Counterparts | 57 | |||
14.15 Affirmative Action Policy | 57 | |||
14.16 Advisor | 57 | |||
14.17 Insurance | 58 | |||
14.18 Legal Representation of the Company | 58 | |||
14.19 Special Covenants | 58 |
Exhibit A - | Form of Development Management Agreement | |
Exhibit B - | Form of Management and Leasing Agreement | |
Exhibit C - | List of Contributed Properties | |
Exhibit D - | Current Debt of the Company | |
Exhibit E - | Business Plan for 2007 | |
Exhibit F - | Reserved | |
Exhibit G - | Form of Leasing Update |
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Exhibit H - | Recitals | |
Exhibit I - | Initial Yield Parameters | |
Exhibit J - | Report of Independent Public Accountants | |
Exhibit K - | Due Diligence for New Acquisitions | |
Exhibit L - | Due Diligence for New Developments and Redevelopments | |
Exhibit M - | Insurance Requirements |
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SALE OF PROPERTY
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PARTNER | PERCENTAGE INTEREST | |||
NEW YORK STATE | ||||
COMMON RETIREMENT FUND | 75 | % |
State of New York, as Trustee of the
Common Retirement Fund
By: | /s/ NICK SMIRENSKY | |||
Title: Deputy Comptroller |
c/o Office of the State Comptroller
59 Maiden Lane, 30th Floor
New York, NY 10038-4502
Attn: Assistant Comptroller for Real Estate
Fax No.: 212-383-1331
Telephone No.: 212-383-1508
c/o Office of the State Comptroller
59 Maiden Lane, 30th Floor
New York, NY 10038-4502
Attn: Assistant Deputy Counsel
Fax No.: 212-681-1331
Telephone No.: 212-383-1330
2049 Century Park East, 28th Floor
Los Angeles, CA 90067-3284
Attn: Amy H. Wells, Esq.
Fax No.: 310-277-7889
Telephone No.: 310-284-2233
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191 North Wacker Drive
Suite 2500
Chicago, IL 60606
Attn: Jerome Claeys
Fax No.: 312-251-5445
Telephone No.: 312-541-6740
191 North Wacker Drive
Suite 2500
Chicago, IL 60606
Attn: Anthony Ferrante
Fax No.: (312) 541-6789
Telephone No.: (312) 251-5458
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PARTNER | PERCENTAGE INTEREST | |||
LIBERTY WASHINGTON VENTURE, LLC | 25 | % |
its sole member
its sole general partner
By: | /s/ MICHAEL T. HAGAN | |||
Name: | ||||
Title: | CHIEF INVESTMENT OFFICER | |||
By: | /s/ WILLIAM P. HANKOWSKY | |||
Name: | ||||
Title: | CHAIRMAN, PRESIDENT AND CEO |
Great Valley Corporate Center
Malvern, PA 19355
Attn: Michael T. Hagan
Fax No. 610-644-4129
Telephone No. 610-648-1716
1650 Arch Street, 22nd Floor
Philadelphia, PA 19103-2097
Attention: Herman C. Fala
Facsimile: 215-405-2976
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(a) | Coordinate the production of the Final Plans and Specifications for the Improvements; |
(b) | Endeavor to obtain all drawings and engineering and architectural renderings and other drawings and specifications prepared for the Improvements in accordance with the Construction Schedule; |
(c) | Review with the Owner and obtain Owner’s approval of (x) any material changes in scope to the Improvements, and (y) all material changes to the Final Plans and Specifications; |
(d) | Review with Owner and obtain Owner’s approval of all material changes to the Construction Contracts; |
(e) | Submit the Final Plans and Specifications to the General Contractor for bid to obtain GMP Contracts covering various portions of the Work; |
(f) | Coordinate and monitor (1) the application for governmental permits and approvals required for the construction of the Improvements, and (2) the compliance with the terms and conditions contained in any such governmental permit or approval, in any insurance policy required under this Agreement and affecting or covering the Improvements or in any surety bond obtained by General Contractor or subcontractor in connection with the Improvements; and |
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(g) | Coordinate and monitor efforts by the Architect to comply with all applicable Laws, provided that the ultimate responsibility for such compliance shall rest with the Architect. |
(h) | For purposes of Subsections 2.1.2(c) and 2.1.2(d), a “material change” shall mean a change not otherwise approved by Owner which results in Cost Overruns or which results in an increase to any line item in the Final Project Budget in excess of Twenty Five Thousand Dollars ($25,000). |
(a) | Finalize and deliver for signature the GMP Contracts and other Construction Contracts and coordinate, administer and perform the applicable obligations of Owner under the Construction Contracts, provided that all of the GMP Contracts shall be with the General Contractor and be a guaranteed maximum price contract covering the applicable portion of the Work; |
(c) | Coordinate, administer and implement (x) the application and approval process in connection with the issuance of building permits, partial building permits, and temporary or final certificates of occupancy, and (y) the making of any periodic inspections required by governmental officials and/or Owner’s and Construction Lender’s inspectors; |
(d) | Review all proposed changes and change orders to any Construction Contract; |
(e) | Identify, analyze and provide recommendations to the Owner with respect to alternative courses of action for unforeseen conditions, such as material shortages, work stoppages and/or accidents or casualties, as they occur; |
(f) | Review payment applications submitted by any contractors, obtain Certificates for Payment from the Architect, obtain and review partial lien waivers, and provide recommendations to Owner, all as more particularly described inSection 2.1.4; |
(g) | Cause the preparation and adoption by General Contractor of all required punch lists for finalizing the Work, coordinate the activities of contractors to facilitate the satisfactory completion of all the Work (including procurement of equipment manuals, warranties and guaranties for the equipment installed in the buildings) and coordinate the waiver or release of all lien rights; |
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(h) | Assist in bidding and award of subcontracts and advise Owner as to any changes in the Final Project Budget or the Final Plans and Specifications resulting therefrom; |
(i) | Assist Architect in monitoring performance of the Work for compliance with the Final Plans and Specifications; |
(j) | Prepare monthly progress reports for Owner (which shall include revisions to the Construction Schedule, if necessary), identifying performance against the Construction Schedule, actual versus estimated percentage completion for each component of the Improvements, and any change in the Construction Schedule which the General Contractor is requesting. The requirements of this Section 2.1.3(j) may be satisfied by the submission by Development Manager of the following materials: |
(i) | an Internal Draw Request (as defined in Section 2.3.1) accompanied by copies of all backup invoices and the General Contractor’s application for payment; and |
(ii) | copies of project meeting minutes (among Development Manager, the General Contractor and such other parties as Development Manager may elect) describing the status of the Project (including timing of construction in relation to the Construction Schedule); and |
(k) | Advise Owner of any delays known or anticipated in meeting the Construction Schedule and of the actual dates on which the various stages of construction as indicated on the Construction Schedule are started and completed. |
(a) | Coordinate and administer the submission of applications to, and negotiations with, utility companies and municipal and governmental authorities for agreements relating to the installation of utility and other services to the Improvements; |
(b) | Assist contractors in their efforts to arrange for performance and/or payment bonds(s) with respect to any part of the Work, but only to the extent such bonds are required by Owner; |
(c) | Verify that the Architects, engineers, General Contractor and other contractors employed by the Development Manager in connection with the Improvements are covered by liability insurance and worker’s compensation insurance in amounts and coverages satisfactory to Owner, with waivers of subrogation and contractual indemnification coverages satisfactory to Owner, to the extent commercially reasonably available; |
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(d) | Hold monthly job meetings with the General Contractor (and other contractors and subcontractors on an as-needed basis) or as otherwise requested by Owner during the construction phase of the Improvements, with Owner and Architect to review the progress of construction toward completion of the Improvements; |
(e) | Review all applications for payment and supporting documentation prepared by the General Contractor and others performing work or furnishing materials for the Improvements, and deliver copies of all such applications for payment to Owner and Architect; |
(f) | Retain or hire all necessary third parties (including, by way of example and not by way of limitation, contractors, engineers, surveyors, architects, accountants, attorneys, consultants and other qualified personnel), in order to accomplish the duties of Development Manager as set forth herein; |
(g) | In the event of an emergency at the Improvements, take any action in good faith believed by Development Manager to be required under the circumstances to protect Owner’s interest in the Improvements; |
(h) | Effect, institute and supervise all Work, including mechanical systems, plumbing systems, building construction, landscaping, signage and sitework, all in accordance with the Final Plans and Specifications as well as any changes in scope initiated by Owner; |
(i) | Perform all other obligations provided elsewhere in this Agreement to be performed by Development Manager or reasonably believed by Development Manager to be desirable, necessary or appropriate to carry out its duties hereunder; | ||
(j) | Process monthly draw requests; and |
(k) | Evaluate and make recommendations to Owner pertaining to changes which do not constitute Permitted Changes. |
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(a) | The General Contractor’s application for payment and other invoices shall be submitted to Development Manager (and to the Architect with respect to the General Contractor’s application for payment) no later than the tenth (10th) day of the month following the month in which the work which is the subject of such application for payment or invoices was completed; |
(b) | Development Manager shall review the General Contractor’s application for payment and all other invoices, and the Architect shall review the General Contractor’s application for payment, and to the extent such are approved by Development Manager and the Architect, Development Manager shall submit a draw request in Development Manager’s customary internal form (an “Internal Draw Request”) to Owner no later than the twenty-first (21st) day of the month following the month in which the work which is the subject of such Internal Draw Request was completed; |
(c) | Owner shall pay the entire amount of the Internal Draw Request for distribution no later than ten (10) business days after the Internal Draw Request is submitted to Owner. |
(a) | within ten (10) days after a draw is requested, Development Manager will submit a draw request to the Owner in such detail as Owner may reasonably require designated to the attention of Anthony Ferrante. Such draw request shall include: |
(i) | an Application and Certificate for Payment (AIA Document G702), or other document acceptable to the Owner, containing a certification by the General Contractor and the applicable Architect that construction to the date of the draw request is in accordance with the Final Plans and Specifications and, if applicable, any recommendations contained in the approved soils report; |
(ii) | a copy of the General Contractor’s application for payment, including the General Contractor’s and subcontractors’ conditional lien waivers on progress payments; |
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(iii) | the General Contractor’s and subcontractors’ unconditional lien waivers for progress payments made from the previous draw; |
(iv) | a line by line comparison of the budgeted versus the actual costs and estimate of the percentage of completion for the Work item covered by such line item; and |
(v) | all other documents and information reasonably required by Owner. |
(b) | Owner shall review the draw request and contact Development Manager as soon as reasonably practicable in the event Owner has any questions regarding the draw request or disputes any of the items for which payment is requested. In the event Owner and Development Manager are unable to agree on the draw request within twenty (20) days after such is submitted to Owner, the matter shall be submitted to the Architect, whose decision regarding the draw request shall be binding upon Owner and Development Manager so that by the tenth (10th) day of the following month, Owner shall have approved (or, in the case of a dispute submitted to the Architect for resolution, Owner shall be deemed to have approved) the draw request and shall pay the entire approved amount of the draw for distribution to the General Contractor and subcontractors. |
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(a) | [for any Project where the Improvements will cost less than [*], Development Manager will receive a fee in the amount of [*] of the Hard Costs line item in the Final Project Budget for such Project; |
(b) | for any Project where the Improvements will cost between [*] and [*] Development Manager will receive a fee in the amount of [*] of the Hard Costs line item in the Final Project Budget for such Project; and |
(c) | for any Project where the Improvements will cost more than [*], Development Manager will receive a fee in the amount of [*] of the Hard Costs line item in the Final Project Budget for such Project.] |
* | The confidential information contained herein has been omitted and separately filed with the staff. |
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(a) | notify Owner of any fire or other damage to the Improvements, Owner to arrange for an insurance adjuster to view the Improvements before repairs are started, but in no event shall Development Manager settle any losses, complete loss reports, adjust losses or endorse loss drafts without Owner’s prior consent; and |
(b) | promptly notify Owner of any personal injury or property damage occurring to or on the Improvements. |
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If to Owner: | Liberty Washington, LP c/o Liberty Property Trust 500 Chesterfield Parkway Great Valley Corporate Center Malvern, Pennsylvania 19355 Attention: Michael T. Hagan Chief Investment Officer Fax: 610-644-4129 | |||
with additional copies to: | New York State Common Retirement Fund c/o Office of the State Comptroller 59 Maiden Lane, 30th Floor New York, NY 10038-4502 Attn: Assistant Deputy Counsel Fax No.: 212-681-1331 Telephone No.: 212-383-1508 | |||
with additional copies to: | New York State Common Retirement Fund c/o Office of the State Comptroller 59 Maiden Lane, 30th Floor New York, NY 10038-4502 Attn: Assistant Deputy Counsel Fax No.: 212-681-1331 Telephone No.: 212-383-2509 | |||
with additional copies to: | Heitman Capital Management LLC 191 North Wacker Drive Suite 2500 Chicago, IL 60606 Attn: Jerome Claeys Fax No.: 312-251-5445 Telephone No.: 312-541-6740 |
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and with additional copies to: | Heitman Capital Management LLC 191 North Wacker Drive Suite 2500 Chicago, IL 60606 Attn: Anthony Ferrante Fax No.: (312) 541-6789 Telephone No.: (312) 251-5458 | |||
and with additional copies to: | Cox, Castle & Nicholson LLP 2049 Century Park East, 28th Floor Los Angeles, CA 90067-3284 Attn: Amy H. Wells, Esq. Fax No.: 310-277-7889 Telephone No.: 310-284-2233 | |||
If to Development Manager: | Liberty Property Limited Partnership c/o Liberty Property Trust 500 Chesterfield Parkway Great Valley Corporate Center Malvern, Pennsylvania 19355 Attention: Mr. Michael T. Hagan Fax: 610-644-4129 | |||
and with additional copies to: | Wolf, Block, Schorr and Solis Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, Pennsylvania 19103-2097 Attention: Herman C. Fala, Esq. Fax: 215-405-2976 |
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Definitions
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By: | ||||||
Name: | ||||||
Title: | ||||||
DEVELOPMENT MANAGER: | ||||||
LIBERTY PROPERTY LIMITED PARTNERSHIP | ||||||
By: | Liberty Property Trust, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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THE PROPERTY
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LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership | ||||||||
By: | Liberty Property Trust, its general partner | |||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
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(i) | The term “Gross Rent” shall mean all rent coming due from tenants under the leases including minimum annual rent (including fixed step ups in rent), additional rent, percentage rent and operating expenses. For purposes of calculating any Leasing Commissions under this Agreement (but not for purposes of calculating the Management Compensation), Gross Rent shall exclude CPI increases in rent. |
(ii) | The Leasing Commission determined pursuant to this paragraph andExhibit B hereof shall be paid as follows: |
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(iii) | Notwithstanding the termination hereof, Owner agrees to pay a commission in accordance with the provisions of this Agreement for any lease which is fully executed as of the termination date herein (including commissions due upon an extension of the term or upon an expansion of the premises pursuant to the terms of the lease that are in effect at the time of termination of this Agreement) in accordance with Subsection 3.2(ii) above. |
(iv) | Owner shall pay all commissions due to third party brokers engaged by tenants and to whom a commission is owed with respect to any lease at the Property. Manager shall be responsible to pay (out of the Leasing Commissions) any commission owed to any listing broker engaged by Manager to provide leasing services to the Property. |
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To Owner: | c/o Liberty Washington, LP 500 Chesterfield Parkway Great Valley Corporate Center Malvern, PA 19355 Attn: Mr. Michael T. Hagan Fax: (610) 644-4129 | |||
New York State Common Retirement Fund c/o Office of the State Comptroller 59 Maiden Lane, 30th Floor New York, NY 10038-4502 Attn: Assistant Deputy Comptroller Fax No.: 212-681-1331 Telephone No.: 212-383-1508 | ||||
with copies to: | ||||
New York State Common Retirement Fund |
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c/o Office of the State Comptroller 59 Maiden Lane, 30th Floor New York, NY 10038-4502 Attn: Assistant Deputy Counsel Fax No.: 212-681-1331 Telephone No.: 212-383-2509 | ||||
with copies to: | ||||
Cox, Castle & Nicholson LLP 2049 Century Park East, 28th Floor Los Angeles, CA 90067-3284 Attn: Amy H. Wells, Esq. Fax No.: 310-277-7889 Telephone No.: 310-284-2233 | ||||
with copies to: | ||||
Heitman Capital Management LLC 191 North Wacker Drive Suite 2500 Chicago, IL 60606 Attn: Jerome Claeys Fax No.: 312-251-5445 Telephone No.: 312-541-6740 | ||||
and with copies to: | ||||
Heitman Capital Management LLC 191 North Wacker Drive Suite 2500 Chicago, IL 60606 Attn: Anthony Ferrante Fax No.: (312) 541-6789 Telephone No.: (312) 251-5458 | ||||
To Manager: | c/o Liberty Property Trust 500 Chesterfield Parkway Great Valley Corporate Center Malvern, PA 19355 Attn: Michael T. Hagan Fax No. (610) 644-4129 Telephone No. (610) 648-1716 | |||
and with copies to: |
Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103-2097 Attn: Herman C. Fala, Esquire Fax No: (215) 405-2976 Telephone No: (215) 977-2076 |
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(a) | account for and deliver to Owner all receipts, charges and income from the Property and other monies of Owner in Manager’s possession; |
(b) | deliver to Owner as received any monies due Owner under this Agreement but received after such termination; |
(c) | deliver to Owner or to such other person as Owner shall designate, all materials, supplies, equipment, keys, original leases, contracts, documents, books and records pertaining to this Agreement and the Property; |
(d) | assign without warranty or recourse existing contracts and permits in the name of Manager relating to the Property to Owner or to such party as Owner shall designate; and |
(e) | within 30 days after the effective date of termination of this Agreement, cause to be furnished to Owner a summary of the then-current leasing status of the Property. |
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a Delaware limited liability company
By: | ||||||||
Name: | ||||||||
Its: | ||||||||
a Pennsylvania limited partnership
By: | ||||||||
Name: | ||||||||
Its: | ||||||||
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* | The confidential information contained herein has been omitted and separately filed with the staff. |
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GROSS ASSET VALUE OF | ||||||
CONTRIBUTED | ||||||
CONTRIBUTED INTERESTS | PROPERTY | INTERESTS | ||||
RKB Pender, LLC (100%) | Pender Business Park | $ | [*] | |||
3922-28 Pender Drive, | ||||||
Fairfax, VA | ||||||
RKB CP IV, LLC (100%) | Corporate Pointe IV | $ | [*] | |||
14111 Park Meadow Drive, | ||||||
Chantilly, VA | ||||||
RKB Corporate Oaks, LLC (100%) | Corporate Oaks | $ | [*] | |||
625 Herndon Parkway, | ||||||
Herndon, VA | ||||||
RPB WillowWood I, LLC (100%) | WillowWood I and II, | $ | [*] | |||
10300 and 10306 Eaton | ||||||
Place, Fairfax, VA | ||||||
RPB WillowWood II, LLC (100%) | ||||||
Republic Park, LLC (100%) | Republic Park (1 - 7) | $ | [*] | |||
13605-15-25-35-45-55-65 | ||||||
Dulles Technology Drive, | ||||||
Herndon, VA | ||||||
Republic Park (8) | ||||||
13461 Sunrise Valley | ||||||
Drive, Herndon, VA | ||||||
RKB Lakeside Manager LLC | Lakeside I & II | $ | [*] | |||
(100%) (Owns 0.01% of RKB | 14104 and 14120 | |||||
Lakeside, LLC) | Newbrook Drive, | |||||
Chantilly, VA | ||||||
RKB Lakeside, LLC (99.9%) | ||||||
RKB WillowWood Manager, LLC | WillowWood III and IV | $ | [*] | |||
(100%) (Owns 1% of RKB | 10304 and 10302 Eaton | |||||
WillowWood, LLC) | Place, Fairfax, VA | |||||
RKB WillowWood, LLC (99%) |
* | The confidential information contained herein has been omitted and separately filed with the staff. |
GROSS ASSET VALUE OF | ||||||
CONTRIBUTED | ||||||
CONTRIBUTED INTERESTS | PROPERTY | INTERESTS | ||||
RPT Presidents Park, LLC | Presidents Park I, II & III | $ | [*] | |||
(99%) (Owns 100% of | 13861 Sunrise Valley Drive | |||||
Presidents Park I, LLC; | 13865 Sunrise Valley Drive | |||||
Presidents Park II, LLC; | 2525 Network Place | |||||
and Presidents Park III, LLC) | Herndon, VA | |||||
RPT Presidents Park Manager | ||||||
LLC (100%) (Owns 1% of RPT | ||||||
Presidents Park, LLC) |
GROSS ASSET VALUE OF | ||||||
CONTRIBUTED | ||||||
PURCHASED INTERESTS | PROPERTY | INTERESTS | ||||
RPLP I, LLC (100%) (GP and 1% | The Republic Building | $ | [*] | |||
owner of RPT 1425 Investors, L.P.) | 1425 New York Avenue, NW | |||||
RPT 1425 Investors, L.P. (99%) (RPT 1425 Investors, L.P. | Washington, DC | |||||
owns 100% of RPT 1425 Holdings LLC. RPT 1425 Holdings LLC owns 100% of RPT 1425 New York Avenue LLC)) | ||||||
Republic 20th Street, LLC (100%) | 1129 20th Street, NW | $ | [*] | |||
Washington, DC | ||||||
TOTAL: | ||||||
$ | [*] |
* | The confidential material contained herein has been omitted and has been separately filed with the staff. |
PRINCIPAL LOAN | ||||||||
BALANCE BEING | ||||||||
BORROWER ENTITY | PROPERTY | LENDER | ASSUMED | |||||
RKB Pender LLC | Pender Business Park | Capmark Finance, | $ | [*] | ||||
3922-28 Pender Drive, | Inc., as Master | |||||||
Fairfax, VA | Servicer for JP | |||||||
Morgan Chase Bank | ||||||||
RKB CP IV LLC | Corporate Pointe IV | Wells Fargo Bank, | $ | [*] | ||||
14111 Park Meadow | N.A., successor by | |||||||
Drive, Chantilly, VA | merger to Wells | |||||||
Fargo Bank | ||||||||
Minnesota, N.A., as | ||||||||
Trustee for the | ||||||||
Registered Holders | ||||||||
of Credit Suisse | ||||||||
First Boston | ||||||||
Mortgage Securities | ||||||||
Corp., Commercial | ||||||||
Mortgage | ||||||||
Pass-Through | ||||||||
Certificates, | ||||||||
Series 2001-CP4 | ||||||||
RPT 1425 New York | The Republic Building | LaSalle Bank | $ | [*] | ||||
Avenue LLC | 1425 New York | National | ||||||
Avenue, NW | Association, as | |||||||
Washington, DC | Trustee for the | |||||||
Registered Holders | ||||||||
of Greenwich | ||||||||
Capital Commercial | ||||||||
Funding Corp., | ||||||||
Commercial Mortgage | ||||||||
Trust 2005-GG5, | ||||||||
Commercial Mortgage | ||||||||
Pass-Through | ||||||||
Certificates, | ||||||||
Series 2005-GG5 | ||||||||
RKB Corporate Oaks | Corporate Oaks | KeyBank National | $ | [*] | ||||
LLC | 625 Herndon Parkway, | Association | ||||||
Herndon, VA | ||||||||
* | The confidential material contained herein has been omitted and has been separately filed with the staff. |
PRINCIPAL LOAN | ||||||||
BALANCE BEING | ||||||||
BORROWER ENTITY | PROPERTY | LENDER | ASSUMED | |||||
RPB WillowWood I LLC | WillowWood I and II | Wachovia Bank, | $ | [*] | ||||
and | 10300 and 10306 Eaton | National | ||||||
RPB WillowWood II | Place, Fairfax, VA | Association, as | ||||||
LLC | Servicer for Lehman | |||||||
Brothers Bank FSB | ||||||||
Republic Park LLC | Republic Park (1 - 7) | KeyBank Real Estate | $ | [*] | ||||
13605-15-25-35-45-55-65 | Capital, | |||||||
Dulles Technology | Sub-Servicer for | |||||||
Drive, Herndon, VA | Lehman Brothers-UBS | |||||||
and | Commercial Mortgage | |||||||
Republic Park (8) | Pass-Through | |||||||
13461 Sunrise Valley | Certificates, | |||||||
Drive, Herndon, VA | Series 2006-C7 | |||||||
TOTAL: | ||||||||
$ | [*] |
BORROWER ENTITY | INTERESTS PLEDGED | LENDER | PRINCIPAL | |||||
Liberty Washington, | RKB Lakeside, LLC | Liberty Property | $ | [*] | ||||
LP (by assignment | And | Limited Partnership | ||||||
as described in the | RKB WillowWood, LLC | (by assignment as | ||||||
Recitals to this | described in the | |||||||
Agreement) | Recitals to this | |||||||
Agreement) |
* | The confidential information contained herein has been omitted and has been separately filed with the staff. |
for 2007
Initial Yield Parameters
* | The confidential information contained herein has been omitted and has been separately filed with the staff. |
LAND, LAND AND IMPROVEMENTS SUITABLE FOR BEING REHABILITATED AS
REDEVELOPMENT PROPERTY, AND FUNCTIONAL OFFICE PROPERTY
ii
REDEVELOPMENT PROPERTY
ii
• | Insurance companies must have an AM Best Rating of A/10 or higher for Primary Property, Liability and Umbrella policies up to $100 million and A/8 for policies in excess of $25 million in limits. |
• | CRF entities should be named as Insureds on all policies and Loss Payee on Property policies. |
• | All cancellation clauses must reflect at least 60 days written notice to CRF, except for non-payment — 15 days if available, otherwise 10 days. |
• | Insurance companies must be licensed to do business in states where exposures exist. |
• | Certificates and copies of all policies must be submitted to CRF or whomever they designate. |
• | Confirmation of all renewals must be provided within 5 days of the renewal. |
• | Flood, including back up of sewers and drains, seepage, and surface water |
• | Earthquake |
• | Increased cost of construction |
• | Building ordinance or Law |
• | Demolition |
• | Pollution clean up for contamination of covered property as a result of a covered peril |
• | Extended period of indemnity, 180 days |
• | Joint loss clause (if boiler is written separately) |
• | Terrorism for both certified and non-certified acts |
• | Off premises power interruption both direct and indirect |
• | Replacement cost on real and personal property |
• | Actual loss sustained on loss of rents, extra expense |
Maximum deductibles | ||||||||
“All Risk” | $ | 25,000 | ||||||
Flood | $ | 100,000 | (In a flood zone, higher deductibles are acceptable, up to the maximum that can be bought back in Federal program.) | |||||
Earthquake | $ | 100,000 | (In California, Washington state and the “New Madrid Fault”, no greater than 5% of individual building value and 5% of 12 months of business revenue for properties, unless such coverage is not reasonably available. | |||||
Windstorm | 2 | % |
• | Water damage |
• | Expediting expenses |
• | Ammonia contamination |
• | Building ordinance |
• | Joint loss clause (if applicable) |
• | Hazardous substance clean up for contamination of covered property from a covered peril |
• | Terrorism for both certified and non-certified acts |
• | Off Premise Power interruption |
• | Extended period of indemnity — 60 days |
• | Replacement cost of property |
• | Actual loss sustained on business income |
• | Must reflect values of properties |
4. | Deductibles |
• | Maximum deductibles | ||
Direct damage — $10,000 | |||
Loss of Income — 24 hours |
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Combined Single | ||||
Limit | ||||
1. Coverage/Limit | ||||
• General aggregate other than Products/Completed Operations | $ | 2,000,000 | ||
• Products/Completed Operations aggregate | 1,000,000 | |||
• Personal and advertising injury (any one person) | 1,000,000 | |||
• Each occurrence | 1,000,000 | |||
• Fire/explosion damage legal liability (any one fire/explosion | 100,000 | |||
• Medical expense (any one person) (except residential where coverage is $0) | 5,000 | |||
2. Extensions | ||||
• Aggregate must be on a per location basis | ||||
• Notice of occurrence | ||||
• Knowledge of occurrence | ||||
• Unintentional errors and omissions | ||||
• Pollution from hostile fire, building heating equipment | ||||
• Cross Liability — severability of interest | ||||
• Delete contractual exclusion on personal injury coverage part | ||||
• Terrorism for both certified and non-certified acts | ||||
• No exclusion for lead, mold and fungus |
1. Limits | ||||
• Minimum acceptable limit is $50,000,000 | ||||
2. Extensions | ||||
• Terrorism for both certified and non-certified acts | ||||
• Policy should be excess of Commercial General Liability, Automobile and Employers Liability |
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• | Both 1st and 3rd party coverage |
• | Mold and Fungus — if excluded under Property and/or liability policies |
1. | Limits — minimum $5,000,000 |
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Employee dishonesty | ||
Money and securities — in | ||
Money and securities — out |
Forgery or Alteration | ||
Computer fraud |
1. Limits | ||||
• Dishonesty | - a minimum of 4 months’ income | |||
• Money and Securities | - maximum cash exposure | |||
• Forgery or alteration | - same limit as dishonesty | |||
• Computer Fraud | - same limit as dishonesty | |||
2. Maximum Deductibles | ||||
• Dishonesty, forgery and computer fraud | - $50,000 | |||
• Money and securities | - $1,000 |
Since this policy is typically written in the name of Advisor, CRF must have confirmation that the policy covers property of CRF if a loss should occur. |
Employers Liability Limits | ||||
• Bodily Injury by accident occurrence | - $1,000,000 each occurrence | |||
• Bodily Injury by disease | - $1,000,000 policy limit | |||
• Bodily Injury by disease | - $1,000,000 each employee |
Errors & Omissions Liability coverage
The Limit should be at least $2,000,000
Maximum deductible of $50,000
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