7-Attachment F - Historical Contracts.pdf

PROPERTY MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made and entered into this 6 day of June, 2023 by and between GEORGE MASON UNIVERSITY, a Public

University and an agency of the Commonwealth of Virginia (hereinafter called "Owner"), and LPC

COMMERCIAL SERVICES, LLC (hereinafter called "Agent"), a Texas limited liability company.

WHEREAS, Owner desires to appoint Agent to manage and operate 3300 N. Fairfax, Drive, Arlington, VA 22201 (herein after called "the Property") for and on behalf of Owner, and Agent desires to accept such appointment, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained in this Agreement and the fees to be paid hereunder, Owner and Agent hereby agree as follows:

I.

Establishment of Agency

1.1. Exclusive Agency. Owner hereby appoints Agent and Agent hereby accepts appointment on the terms and conditions hereinafter provided as sole and exclusive management agent for the

Property. Owner hereby represents and warrants to Agent that Owner has full power and authority to enter into this Agreement and to bind the Owner of the Property with regard to each and every matter and provision set forth herein. Agent hereby represents and warrants to

Owner that Agent has full power and authority to enter into this Agreement and to fulfill its obligations under this Agreement.

1.2. Owner's Representative. Owner shall designate one (1) person to serve as Owner's

Representative in all dealings with Agent hereunder. Whenever the approval, consent or other action of Owner is called for hereunder, such approval, consent or action shall be binding on

Owner if specified in writing and executed by Owner's Representative. The Owner's

Representative may be changed at the discretion of Owner, at any time, and such change shall be effective upon Agent's receipt of written notice identifying the new Owner's

Representative.

1.3. No Partnership. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture between Owner and Agent or to cause Agent to be responsible in any way for the debts or obligations of Owner or any other party (but nothing contained herein shall affect Agent's responsibility to transmit payments for the account of Owner as provided herein), it being the intention of the parties that the only relationship hereunder is that of agent and principal, and Agent shall not represent to anyone that its relationship to

Owner is other than that set forth herein.

II.

Services to be Performed by Agent

2.1. Expense of Owner. Everything done by Agent under the provisions of this Agreement shall

DocuSign Envelope ID: C36178FF-49A5-496E-B6A7-CF6A9BA70C34 be done as the agent of Owner, and all obligations or expenses incurred by Agent in the performance of its duties hereunder in accordance with the provisions hereof shall be for the account of, on behalf of, and at the expense of Owner except as otherwise specifically provided herein. Unless otherwise provided herein, Owner shall not be obligated to reimburse

Agent for the payment by Agent of (a) any expense for office equipment or office supplies of

Agent (unless and only to the extent such expense is approved in advance by Owner or included in the Approved Budget and is incurred and used at the Property in the operation and management of the Property and/or the collection of income or payment of expenses for the

Property); (b) any overhead expenses of Agent incurred in its general offices and any salaries of any executive employees of Agent; (c) any salaries or wages allocable to time spent on projects other than the Property; or (d) any salaries, wages and all related expenses for any personnel other than personnel located at the Property site and/or personnel spending a portion of their working hours (to be charged on a pro rata basis) at the Property site specifically performing Agent's duties hereunder provided such salaries and expenses are approved in advance by Owner or included in the Approved Budget. Agent shall not be obligated to make any advance to or for the account of Owner or to pay any sums except out of Owner funds.

2.2. Employment of Personnel. Agent shall investigate, hire, train, pay, supervise and discharge the personnel necessary to be employed in order to properly maintain, manage and operate the Property, including, without limitation, a manager and/or maintenance personnel. Such personnel shall in every instance be deemed employees of Agent and not of Owner. Agent shall comply with all applicable laws and regulations relating to worker's compensation, income taxes, social security, unemployment insurance, hours of labor, wages, and working conditions. All salaries, wages and other compensation of personnel employed by Agent hereunder, including so-called fringe benefits, medical and health insurance, federal and state unemployment taxes, pension plans, social security taxes, workers' compensation insurance and the like shall be the responsibility of the Agent subject to the provisions of Section 2.1 above. Agent shall hold Owner harmless from all claims for penalties, costs and damages that may be assessed under any law, rule or regulation with respect to the failure of Agent to comply with its responsibilities under this Section 2.2. Agent represents that it is, and will continue to be, an equal opportunity employer.

2.3. Service Contracts. Agent shall make, in Agent's name as Agent for Owner, contracts for services such as custodial, vermin extermination, trash removal, heating, ventilating and air conditioning maintenance, security and other services deemed by Agent or Owner to be necessary or advisable for the operation, maintenance or repair of the Property. Agent shall also place orders (in Agent's name as agent for Owner) for such equipment, tools, appliances, materials and supplies as are reasonable and necessary to properly maintain, manage, operate or repair the Property. All service contracts shall: (a) be in the name of Agent, who will serve as agent for Owner, for the limited purpose of entering into service contracts subject to the limitations contained in this Section 2.3; (b) include a provision for cancellation thereof by

Owner immediately upon sale of the applicable Property and otherwise, upon not more than thirty (30) days' written notice; (c) require that all contractors provide evidence of sufficient insurance (as reasonably determined by Agent); (d) provide that George Mason University is an additional insured under the contractors general liability insurance, and that any contractor entering tenant space carry Employee Dishonesty coverage with a minimum limit of $100,000 per claim and (e) be assignable by Owner, at Owner's option, in the event of a sale or transfer of the Property. No service contracts executed pursuant to this Section shall exceed the costs set forth in the Approved Budget except if approved in advance in writing by Owner. Copies of all service contracts shall be delivered to Owner upon execution. Agent shall maintain original counterparts of all contracts relating to the Property at Agent's office at the Property.

Agent shall not receive any payments, commissions or other items of monetary value from any service provider engaged at the Property. In entering into any contracts herein contemplated, Agent shall include as a condition thereof the right to terminate on thirty (30) days prior written notice (unless Owner approves the waiver of this condition in writing).

In the event of the termination of this Agreement, a sale of the property, transfer of ownership of the property, or transfer of property management services to another firm, the Agent shall assist in the transition and transfer of all services back to the Owner or to the Owner’s Agent.

2.4. Utilities Contracts. All utilities contracts, specifically water, electricity, gas, and telephone, shall be in the Owner’s name and executed by Owner or Agent as representative for Owner.

All utilities contracts shall: (a) be in the name of Owner, but in care of Agent as representative of Owner who will serve as agent for Owner for the limited purpose of entering into utilities contracts subject to the limitations contained in this Section 2.4 for the term of this Agreement;

(b) include a provision for cancellation thereof by Owner immediately upon sale of the applicable Property and otherwise, upon not more than thirty (30) days' written notice; (c) require that all contractors provide evidence of sufficient insurance (as reasonably determined by Agent); and (d) be assignable by or to Owner, at Owner's option, in the event of a termination of this Agreement or sale or transfer of the Property. Copies of all Utilities contracts shall be delivered to Owner upon execution. Agent shall maintain original counterparts of all contracts relating to the Property at Agent's office at the Property. Agent shall not receive any payments, commissions or other items of monetary value from any service provider engaged at the Property

2.5. Maintenance and Repair of Property. Agent shall maintain the buildings, appurtenances and grounds of the Property in accordance with the standards reasonably established by Owner, including within such maintenance, without limitation thereof, exterior cleaning, painting and decorating, plumbing, security, carpentry, grounds care, and such other normal maintenance and repair work as may be necessary and desirable and generally performed by professional managers of other first-class office buildings. Agent may contract with qualified independent contractors for such maintenance and repair of the Property (i) to the extent such services are for items beyond the scope of services normally performed by Agent's regular maintenance employees or (ii) such contracts are contemplated in the Operating Budget. Agent will systematically and promptly receive and investigate all service requests from tenants, take such action thereon as may be appropriate in managing and maintaining good working relationships with tenants of the Property, and will keep records of same.

Notwithstanding any of the foregoing provisions, the prior written approval of the Owner will be required for any expenditures which exceed $5,000.00 in any one instance for labor, materials, or otherwise in connection with the maintenance and repair of the Property, except for expenses within the limits of the Approved Budget or emergency repairs involving danger to persons or property, or required to avoid suspension of any necessary service to the

Property. In the latter event, the Agent will inform the Owner of the facts necessitating the repairs as promptly as possible and at least within forty-eight (48) hours of the event. Agent's duties under this Agreement to operate and maintain the Property are limited to the provision of, or the contracting for the provision of, routine maintenance and repairs to the Property and to operate the mechanical, electrical, plumbing, and other systems of the Property utilizing such existing structural, mechanical, electrical, plumbing, engineering, and other systems of the Property. Owner shall be responsible for reimbursing Agent for all work order, preventive maintenance, building automation systems directly related to the Property. Agent shall not be responsible for making or proposing additions, improvements, or modifications to the improvements and building systems within the Property (including, but not limited to, the construction or supervision of construction of tenant improvements to lease space, other than minor alterations or repairs, except for those services set forth in Exhibit A), unless Agent agrees to provide such special consulting or supervisory services by separate written

Agreement with Owner.

2.5.1 Fire Alarm Systems, Fire Suppression systems, Piping, Appurtenances, Doors, Signage, Hood Systems and Drills: All fire alarm systems, fire suppression systems, piping, appurtenances, doors, signage, hood systems, and drills shall be maintained or conducted by the Property Manager in accordance with the Commonwealth of Virginia Statewide Fire

Prevention Code. Fire safety inspection and testing records must be maintained by Property

Manager and produced upon request.

2.6. Insurance. Agent shall maintain insurance necessary with respect to the services provided to Owner as specified in this Section 2.5. Agent further certifies that they will maintain the insurance coverage during the entire term of this Agreement and that all insurance is to be placed with insurers with a current reasonable A.M. Best’s rating authorized to sell insurance in the Commonwealth of Virginia by the Virginia State Corporation

Commission. The Commonwealth of Virginia and the Owner, George Mason University, shall be named as an additional insured where applicable, and the cost of insurance provided solely for this location shall be included in the Approved Budget on an annual basis. By requiring such minimum insurance, Owner shall not be deemed or construed to have assessed the risk that may be applicable to Agent. Agent shall assess its own risks and, if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage.

Agent is not relieved of any liability or other obligations assumed or pursuant to this

Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

1. Commercial General Liability Insurance in an amount not less than

$1,000,000 per occurrence for bodily injury or property damage, personal injury and advertising injury, products and completed operations coverage;

2. Workers Compensation Insurance in an amount not less than that prescribed by statutory limits; and, a waiver of subrogation in favor of George Mason

University and the Commonwealth of Virginia and its officers, employees, agents, and volunteers must be endorsed on the workers compensation policy. Contractors who fail to notify Owner of increases in the number of employees that change their workers’ compensation requirements under the

Code of Virginia during the course of the agreement shall be in non-compliance with the contract. This policy shall specifically list Virginia as a covered state;

3. Commercial Automobile Liability Insurance applicable to bodily injury and property damage, covering owned, non-owned, leased, and hired vehicles in an amount not less than $1,000,000 per occurrence; and

4. An umbrella/excess policy in an amount not less than five million dollars

($5,000,000) to apply over and above Commercial General Liability, Employer’s Liability, and Commercial Automobile Liability Insurance.

a. George Mason University (Owner) is an agency of the Commonwealth of Virginia and is self-insured by the Commonwealth of Virginia Risk Management Plan for all claims up to the maximum provided by the Code of Virginia. Owner will provide a

Certificate of Insurance upon request.

b. Owner and Agent shall cause appropriate binding certificates of insurance, which each is obligated to obtain hereunder, to be delivered to the other party within fifteen (15) days after the date hereof and periodically at least thirty (30) days prior to what would otherwise be the termination date for same, and shall at all times during the term of this Agreement deliver to one another upon request true and correct certificates for said insurance policies. Agent shall promptly investigate and make a full and timely written report to the insurance company as to all accidents, claims for damages relating to the tenantship, operation and maintenance of the Property and any damage or destruction to the Property and the estimated cost of repair thereof and shall prepare any and all reports required by any insurance company in connection therewith. All such reports shall be timely filed with the insurance company as required under the terms of the insurance policy involved.

c. Fidelity Policy. Agent shall maintain, at no cost or expense to Owner, a fidelity policy in an amount at least equal to the gross estimated income for a period of two (2) months from the Property with Owner as a named obligee thereunder, and shall deliver a copy thereof to Owner. Agent shall assign all proceeds received under such fidelity policy applicable to the Property to Owner and agrees to execute such further assignments and notices thereof as may be requested by Owner. Such policy shall indemnify and hold harmless Owner from all loss of money or other property sustained through any criminal, fraudulent, negligent or dishonest acts committed by

Agent or any of its employees or agents during the performance of their obligations under this Agreement or their employment. Such policy shall contain an endorsement providing that such policy shall not be cancelled or materially modified without thirty

(30) days' written notice to Owner. Agent shall be responsible for paying all indemnity provisions or deductibles pertaining to the fidelity policy.

2.7. Collection of Monies. Agent shall use diligent and commercially reasonably efforts to collect all rent, operating expense payments, parking charges, and other charges due from tenants, concessionaires, licensees and other users of the Property, and any other rents and charges as shall otherwise be due to Owner with respect to the Property. Owner authorizes Agent to request, demand, collect, receive and receipt for all such rent and other charges. Agent shall manage and monitor accounts receivable and shall communicate with Owner regarding

Agent's recommendations with respect to past due sums. Only Owner may institute proceedings, in the name of Owner, for the collection thereof and for the dispossession of tenants and other persons from the Property. If Agent is asked to assist in such proceedings they would be considered a reimbursable expense. Notwithstanding anything in this

Agreement to the contrary, Agent acknowledges and agrees that, as an agency of the

Commonwealth of Virginia, Owner cannot delegate or authorize Agent to engage in any legal proceedings in the name of Owner, and that Agent may not act in any representative capacity on behalf of Owner or the Commonwealth of Virginia, in any court of law or tribunal. For the purpose of this Agreement “Legal Proceedings” means discussions and negotiations with third party payers to resolve matters related to collections. In connection with any of the foregoing, Agent may not settle, compromise or release any action, claim or demand of

Owner, Owner’s prior written consent. All monies collected by Agent shall be forthwith deposited in the Owner's Account (hereinafter defined).

2.8. Approved Operating Budgets, Projections. Within sixty (60) days after the commencement of the term hereof, and on or prior to March 1st of each succeeding year during the term of this Agreement, Agent shall submit to Owner, for Owner's approval, proposed operating budgets for the Property on a month-to-month basis for the upcoming calendar year ending

June 30th, which proposed budgets shall reflect thereon projections of all receipts and operating costs and expenses, capital expenditures and tenant finish costs that Agent, in the exercise of good business judgment, believes will be received or necessary to be incurred, as the case may be, to operate the Property during such months and during the entire fiscal year

(running July 1 through June 30). Such proposed budgets and projections shall be submitted by Agent solely as estimates, without warranty of their accuracy or attainability, but shall be prepared utilizing Agent’s experience in managing comparable properties. Notwithstanding any provision to the contrary contained herein, and without affecting any other limitation imposed by this Agreement, Agent shall secure the written approval of Owner (not to be unreasonably withheld or delayed) prior to making any expenditure or incurring any liability or obligation not reflected on the Operating Budget most recently approved (or deemed approved) by Owner (the "Approved Budget"), unless: (i) such expenditure does not increase any line item by more than five (5%) of the line item amount reflected in the Approved

Budget, or (ii) such expenditure, together with all other expenditures not reflected in the

Approved Budget, do not collectively increase the total Approved Budget amount by more than two and one-half percent (2.5%), or (iii) such expenditure, in the reasonable judgment of

Agent, must be made in response to an emergency or to prevent or remedy unsafe or hazardous conditions at the Property. In connection with the preparation of the above budgets and projections, Agent may employ any person, whether or not affiliated with Agent or with any of Agent's officers, directors, stockholders, employees, or agents. If Agent has not received written approval (which shall not be unreasonably withheld) or disapproval of the Operating

Budget within thirty (30) days after the proposed Operating Budget has been submitted to

Owner, the proposed Operating Budget will be automatically deemed to not be approved by

Owner, and the Operating Budget for the prior fiscal year shall remain in effect, except that each line item shall be increased by the CPI-U-All Urban Wage Earners Index.

Agent Disbursements. Agent shall set up a separate bank account with a bank approval by

Owner for which the Owner is an authorized signer (the "Owner's Account"), and in no event will Owner be omitted as an authorized signatory, nor shall such account be changed or moved to a different bank without Owner's prior written consent. Agent shall wire funds from the available funds collected and deposited in the Owner's Account not more often than weekly to pay, in the following order, (1) amounts due and payable as operating expenses of the

Property authorized to be incurred under the terms of this Agreement; (2) the amounts which

Owner from time to time advises Agent are to be paid monthly in respect of any loans secured by mortgages on the Property, including amounts which Owner from time to time advises

Agent are due under any mortgage for interest and amortization of principal and for allocation to reserves or escrow funds; and (3) the amounts from time to time payable to Agent pursuant to this Agreement. Owner shall at all times maintain in the Owner's Account a balance sufficient to cover the weekly expenditures disbursed by the Agent. Owner will deposit additional funds to Owner's Account within five (5) days after receiving notice from Agent that the Owner's Account doesn't have sufficient funds to cover current expenses. Moreover, Owner shall within five (5) business days from Agent's request, deposit such additional funds as Agent reasonably determines are needed to effect any authorized disbursements to be made by Agent pursuant to the terms of this Agreement. Any funds remaining at the end of each calendar month during the term of this Agreement in the Owner's Account (in excess of the balance required to be maintained in such account) shall be disbursed or transferred as generally or specifically directed from time to time by Owner. Within fifteen (15) days after the end of each calendar month, Agent shall provide Owner with a monthly full accounting to include receipts and a list of the disbursements (along with a cash reconciliation) made by

Agent during such month and at the request of Owner, invoices supporting the disbursement.

2.9. Records, Reporting.

a. Records. All statements, receipts, invoices, checks, leases, contracts, worksheet, financial statements, books and records, and all other instruments and documents relating to or arising from the operation or management of the Property shall be maintained by Agent, and Agent shall have the right to inspect and to copy all such items, at such party's expense, at all reasonable times, and from time to time, during the term of this Agreement and for a reasonable time thereafter not to exceed ten (10) years. Upon the termination of this Agreement, all of such books, records and other information shall be the property of and be promptly delivered to Owner; provided, however, that Agent or its representatives shall have the right to inspect such books, records and other information and to make copies thereof during the ten (10) year period referred to in the preceding sentence at the offices of Owner upon reasonable advance notice to Owner in connection with any matter relating to the Property.

b. Monthly Reports. On or before the fifteenth (15th) day of each month during the term of this Agreement, Agent shall deliver to Owner (1) an operating report for the

Property for the preceding calendar month; (2) a delinquency report for the preceding calendar month; (3) a rent roll for the preceding calendar month; and, (4) other relevant information requested by Owner. All notices from any mortgagee claiming any default in any mortgage on the Property, and any other notice from any mortgagee, shall be promptly delivered by Agent to Owner.

c. Annual Report. Within thirty (30) days after the end of each fiscal year of the

Property, Agent shall deliver to Owner a statement showing the results of operations for such fiscal year prepared on a cash basis.

d. No Liability for Returns Required by Law. Agent shall not be responsible or liable for preparing or filing any forms, reports or returns that may be required by law relating to the Property or any personnel employed by Owner in connection therewith.

Agent, and not Owner, however, shall be responsible for any forms, reports or returns that may be required by law relating to any of Agent's employees.

2.10. Compliance with Legal Requirements. Agent shall use commercially reasonable efforts to ensure that the Property is in compliance with all applicable federal, state and municipal laws, ordinances, regulations or orders, and all environmental laws relative to the leasing, use, operation, repair and maintenance of the Property and with the rules, regulations or orders of any insurance company insuring the Property and with any lender holding a mortgage on the

Property or other similar agencies, if any. Agent shall use diligent efforts to enforce lease compliance by tenants with all such laws, ordinances, regulations or orders. Agent shall promptly remedy any violation Agent is made aware of including any such law, ordinance, regulation or order which comes to its attention, including any tenant violations, all at Owner's expense in accordance with this Agreement. Expenses incurred in remedying violations may be paid from the Owner's Account for the Property, provided such expenses do not exceed

$5,000.00 in any one instance. When more than such amount is required, or if the violation is one for which Owner might be subject to penalty, Agent shall notify Owner by the end of the next business day or as soon thereafter as is reasonable under the circumstances so that prompt arrangements may be made or actions taken to remedy the violation. Agent shall assist in obtaining and shall maintain at Owner's expense all licenses, permits or other instruments required to be held by Owner for the operation of the Property or any portion thereof. Agent shall send to Owner a copy of all initial or renewal license applications. All such licenses, permits and other instruments shall be obtained in Owner's name whenever possible. All such licenses, permits or other instruments held in the name of Agent shall be held by it on behalf of Owner and upon the termination Agent shall take such action as may be necessary to comply with any and all orders or requirements affecting the Property by any federal, state, county or municipal authority having jurisdiction thereover, and orders of the Board of Fire

Underwriters or other similar bodies. Agent, however, shall not take any such action as long as Owner is contesting, or has affirmed its intention to contest and promptly institutes proceedings contesting, any such order or requirement, except that if failure to comply promptly with any such order or requirement would or might expose Agent to criminal liability, Agent shall cause the same to be complied with. Agent shall promptly notify Owner in writing of all such orders, notices or requirements or expiration of this Agreement and

Agent shall transfer or assign any such licenses, permits or other instruments to Owner or to such person as Owner may direct. Owner agrees to pay all reasonable expenses incurred by

Agent, with the exception of Agent’s attorneys' fees for counsel employed to represent Agent, with respect to any proceeding or suit involving an alleged violation by Agent or Owner, or both, of any orders or requirements of any federal, state, county or municipal authority or orders of the Board of Fire Underwriters or other similar bodies.

2.11. Liability Provisions.

To the extent provided by the laws of the Commonwealth of Virginia, Owner shall be responsible for the ordinary negligent acts or omissions of its agents and employees causing harm to persons not a party to this Agreement. Nothing herein shall be deemed a waiver of the sovereign immunity of the Commonwealth of Virginia or require Owner to indemnify, defend, or hold harmless Agent for claims brought against Agent.

The Agent shall be responsible on a primary basis for the ordinary negligent acts or omissions of its agents and employees causing harm to persons not a party to this

Agreement.

2.11.1. Agent shall indemnify and hold Owner harmless from the following: (i) theft of any kind by Agent's employees, affiliates or other agents; (ii) penalties, interest, late fees, or loss of vendor discounts or services due to delay in payment of invoices, bills or other like charges Owner's Account had sufficient funds available to make said payments; (iii) overpayment or duplicate payment of invoices arising from negligence, fraud or error or omission; and (iv) the unauthorized use of facilities by Agent's employees, affiliates or associates.

III.

Compensation of Agent

3.1. Management Fee. For managing the Property, Agent shall be paid a monthly fee (the

"Management Fee") equal to 2.0% of gross income from the property, with a minimum fee to be no less than $1,200 per month.

3.2. Additional Services. Owner further agrees to compensate Agent for other services as outlined in Exhibit A.

It is expressly agreed that in the event Owner requests Agent to perform or undertake additional services which are of an extraordinary nature or which are not customarily performed by property management companies managing projects similar to the Property, the

Agent shall be entitled to receive and Owner shall pay, an additional fee(s) for such additional services, with such fee(s) to be reasonably mutually agreed upon in advance by Owner and

Agent.

IV.

Relationship of Agent to Owner

4.1. Use and Maintenance of Premises. Agent will with reasonable diligence endeavor to prohibit the use of the Property for any purpose which might void any policy of insurance covering the Property or render any loss thereunder uncollectible, provided that Agent has theretofore been furnished with copies of any such policy of insurance. Agent shall operate and maintain the Property according to first-class standards consistent with the expressed plan of Owner and any budgetary limitations. Agent shall with reasonable diligence secure compliance by the tenants with the material terms and conditions of their respective leases. Agent shall perform such other acts and deeds as are reasonable, necessary and proper in the discharge of its duties under this Agreement.

4.2. Separation of Owner's Monies. Agent shall establish and maintain in a banking or other financial institution reasonably approved by Owner whose deposits are insured by the Federal

Deposit Insurance Corporation, a separate bank or similar account in the name of Owner for the deposit of monies of tenants received with respect to the Property and for the payment of all expenses and costs outlined in this Agreement. Agent shall also establish such other special bank or similar accounts as may be required by Owner. Owner shall at all times maintain a balance in the Accounts in accordance with the terms of Section 2.8. If the funds in the

Account are not sufficient for the payment by Agent, or reimbursement of Agent, of the proper costs and charges to be paid by Agent under this Agreement and for the payment of Agent's compensation as provided for herein, Owner shall deposit in the Account, from time to time, any necessary funds required and Agent shall thereupon make payments of such costs, charges and reimbursements, including Agent's compensation. In the event Owner fails to deposit the amount of such insufficiency in the Accounts by the due date for such expenses and fees, Agent shall be under no obligation to advance any funds to meet the obligations for which the additional funds have been requested and shall not incur any liability in connection therewith.

However, Agent may elect to advance funds to pay such expenses and shall in such event be entitled to reimbursement upon demand from Owner therefore.

4.3. Term/Termination.

a. Term. This Agreement shall commence on the date hereof and continue for a period of twelve (12) months with one (1) optional (1) year renewal, upon written agreement of both parties, thereafter unless this Agreement is otherwise terminated as provided herein. This Agreement may be terminated at any time with or without cause by

Agent, or with or without cause by Owner, upon giving no less than ninety (90) days prior written notice to the other.

b. Special Circumstances. In addition, in the event of damage to or destruction of the improvements which will render more than fifty percent (50%) of the Property untenantable for more than one hundred eighty (180) days, or in the event of a taking, by condemnation or similar proceeding, of a substantial portion of the Property, then in any such event this Agreement may be terminated by Agent or Owner upon five

(5) days prior written notice, given within thirty (30) days after the occurrence of such damage or destruction or such taking.

c. In addition, Owner shall have the right to immediately terminate this Agreement without cause and without penalty, charge, fee or other payment, upon thirty (30) days’ notice to Agent in writing upon the occurrence of any of the following: (i) the sale or transfer of ownership of the Property, (ii) the dissolution or termination of the corporate or partnership existence of Agent by merger, consolidation or otherwise;

(iii) the cessation of Agent's right to continue to do business, (iv) the bankruptcy, insolvency, or assignment for the benefit of the creditors of Agent, (v) the failure to comply with the material performance requirements set forth in this Agreement, (vi) a casualty which damages all or substantially all of the Property; in the event that

Owner is unable or unwilling to repair or reconstruct the Property, (vii) a condemnation or conveyance in lieu of condemnation of all or substantially all of the

Property, (viii) Agent's fraud, defalcation, misfeasance or malfeasance in connection with the Property, income therefrom or its duties hereunder, (ix) the failure to comply with any material provision set forth herein (other than this Section 4.3), or (x) the failure by Agent to carry out Owner's requests or requirements made in accordance with this Agreement within thirty (30) days after such request or requirement is made of Agent. Any action having for its purpose a reorganization or reconstitution of Agent shall likewise effect an immediate termination. Further notwithstanding the foregoing, Owner shall be entitled to terminate Agent pursuant to this Section 4.3 only upon

Agent's failure to cure such default within five (5) days (in the case of failure to pay any sum of money), or thirty (30) days (in all other cases) of written notice from

Owner specifying the default; provided, however, that the foregoing 30-day period may be extended by Agent upon written notice to Owner for an additional period, up to thirty (30) days, as shall be reasonably necessary to cure such default, provided that

Agent promptly commences, and diligently prosecutes to completion, such cure.

4.4. Obligations Upon Termination.

a. Upon termination of this Agreement, each party shall continue to be fully liable for their respective obligations which have accrued up to, and including, the termination date and shall promptly pay to the other all amounts due to the other party under the terms of this Agreement. Such payment shall be made as soon after the effective date of termination as such amounts are determinable. At such time as a party has received in full all amounts due to such party under the terms of this Agreement, such party shall have no further rights or claims against the other party hereunder, except to the extent otherwise expressly provided herein.

b. Upon the effective date of termination, Agent shall (i) surrender and deliver to Owner all rent and other income of the Property and other monies of Owner then held by

Agent and/or in any bank account in excess of compensation or reimbursements owed to Agent by Owner, including without limitation any fees payable or reimbursement of expenses due and payable to Agent up to and including the effective date of such termination, (ii) deliver to Owner as received by Agent any monies or other property due Owner under this Agreement but received after such termination, (iii) deliver to

Owner all books and records regarding the Property then held by Agent, keys and all other materials, property, and supplies pertaining to the Property and/or this

Agreement in the possession or control of Agent, and (iv) a statement of cash flow for the fiscal year or portion thereof ending on the termination date.

c. Notwithstanding anything in this Agreement to the contrary, Owner's obligation to pay any sums due to Agent in respect of the period from and after the date hereof through and including the date of the termination of this Agreement shall survive the termination of this Agreement by operation of law, sale in foreclosure, deed in lieu of foreclosure or otherwise.

d. Upon termination of this Agreement for any reason, Agent shall cooperate with any successor management company or new owner with respect to the Property, tenants and books and records related to the Property, in order to accomplish an orderly turnover of the Property to such successor management company or new owner.

V.

Default Remedies

5.1. Default by Agent. Agent shall not be deemed to be in default hereunder unless:

a. Agent shall fail to pay any sum of money owed by Agent to Owner under this

Agreement within five (5) days after written notice to such effect from Owner to

Agent; or

b. Agent shall fail to observe or perform any term of this Agreement to be observed or performed by Agent [other than a monetary default as described in subparagraph (a) above], and such default shall continue for a period of thirty (30) days after written notice thereof by Owner to Agent.

5.2. Remedies of Owner. Upon the occurrence of an event of default by Agent as specified in

Section 5.1 hereof, Owner shall be entitled to terminate this Agreement immediately upon written notice to Agent and upon any such termination Owner shall have the right to pursue any remedy it may have at law or in equity, it being expressly understood that Agent shall remain liable to Owner for any losses suffered as a result of Agent's default and the resulting termination of this Agreement.

5.3. Default by Owner. Owner shall not be deemed to be in default hereunder unless:

a. Owner shall fail to pay any sum of money owed by Owner to Agent under this

Agreement within thirty (30) days after written notice to such effect from Agent to

Owner; or

b. Owner shall fail to observe or perform any term of this Agreement to be observed or performed by Owner [other than a monetary default as described in subparagraph (a) notice thereof by Agent to Owner.

5.4. Remedies of Agent. Upon the occurrence of an event of default by Owner as specified in

Section 5.3 hereof, and having given the Owner a reasonable opportunity to cure any deficiencies, Agent shall be entitled to terminate this Agreement upon ten (10) days' written notice to Owner and upon any such termination by Agent pursuant to this Section 5.4, Agent shall have the right to pursue any remedy it may have at law or in equity.

5.5. Bankruptcy. If a receiver, liquidator or trustee of either party shall be appointed by court order, or if a petition to reorganize shall be filed against either party under any bankruptcy, reorganization or insolvency laws, or if an assignment for the benefit of creditors is made with respect to either party, then either party may terminate this Agreement forthwith by giving written notice to such effect to the other party.

VI.

Miscellaneous

6.1. No Assignment by Agent, Etc. Without the prior written consent of Owner, Agent shall not have the right to assign, transfer or convey any of its rights, title or interest hereunder, nor shall it have the right to delegate any of the obligations or duties required to be kept or performed by it hereunder, except to an affiliate of Agent with the approval of Owner, not to be unreasonably withheld.

6.2. Notices. All notices, demands, consents, approvals and requests given by either party to the other hereunder shall be in writing and shall be deemed given on the earlier of actual receipt or the third business day after deposited in the U.S. Mail, postage prepaid and addressed to the addressees shown below, if sent by registered or certified mail to the parties at the following addresses:

If to Owner: GEORGE MASON UNIVERSITY

ATTN: Andre R. Kinney, Director of Real Estate

4400 University Drive, MSN 3C1

Fairfax, VA 22030

With a copy to: K. Anne Gambrill Gentry

Office of University Counsel

George Mason University

4400 University Drive

Fairfax, VA 22030

MSN2A3

Merton Hall, Suite 5400

With a copy to: Cliff Shore, Chief Procurement Officer

Purchasing Department

George Mason University

4400 University Drive, MSN 3C5

If to Agent: LPC COMMERCIAL SERVICES, LLC

101 Constitution Avenue, NW

Suite 325 East

Washington, DC 20001

Attn: Brandon Ernst, Senior Executive Vice President

With a copy to: Holland & Knight LLP

800 17th Street NW, Suite 1100

Washington, D.C. 20006

Attn: David Kahn, Esquire

Any party may at any time change its respective address by sending written notice to the other party of the change in the manner hereinabove prescribed.

6.3. Security Deposit.

Agent shall maintain detailed records of all security deposits relating to the Property, and such records will be open for inspection by Owner's employees or agents. Agent shall obtain approval of Owner prior to the return of such deposits to any particular tenant when the amount of such return, in any single instance, exceeds one month's rent. Agent shall use diligent efforts to collect, monitor and administer security deposits required under leases. If a lease provides for a letter of credit to be provided by the tenant in lieu of a cash security deposit, Agent shall monitor the expiration date of the letter of credit and advise

Owner in writing of any letter of credit that has not been extended or replaced at least fifteen days prior to its stated expiration date

6.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. This Agreement shall bind, and inure to the benefit of, the parties, hereto, the Owner of the Property, and their respective successors and assigns, except as expressly provided herein.

6.5. Not a Third-Party Beneficiary Contract. Neither this Agreement nor any part thereof nor any service, relationship or other matter alluded to herein shall inure to the benefit of any third-party (specifically including any lenders, tenants or contractors), to any trustee in bankruptcy, to any assignee for the benefit of creditors, to any receiver by reason of insolvency, to any other fiduciary or office representing a bankruptcy or insolvent estate of either party, or to the creditors or claimants of such an estate.

6.6. Validity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this

Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

6.7. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters herein contained and supersedes any prior understanding or written agreements between the parties respecting the subject matter hereof. Any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the change or modification is sought.

6.8. Environmental. To the best knowledge of Owner (i) no part of the Property contains any chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state, local or other governmental authority, or which, even if not so regulated, may or could pose a health or safety hazard, (ii) the Property has not been and is not now being, used for any activities involving the use, manufacture, storage or disposal of any hazardous or toxic chemical, substance, waste or pollutant, and (iii) there is no defect in the structure of the Property or in the electrical, mechanical, heating, ventilating and air conditioning or other building system in the Property or any other condition which may or could pose a health or safety hazard present upon the Property. If any such hazard or condition is ever discovered by Agent (Agent having no obligation or duty to make any independent audit or search such hazard or condition), Agent shall immediately disclose any such hazard or condition to Owner and shall have the right to disclose such hazard or condition to any current tenants of the

Property or any person, if Agent deems such disclosure necessary, to avoid the risk of civil or criminal liability, provided Agent shall give Owner five (5) days' prior written notice before making such disclosures unless the law or an emergency situation mandates immediate disclosure to tenants or others, in which event Owner shall be notified concurrently.

6.9. Waiver. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

6.10. Counterparts. This Agreement and all other copies of this Agreement, insofar as they relate to the rights, duties and remedies of the parties, shall be deemed to be one agreement. This

Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed to be an original, but all of which all together constitute one and the same instrument.

6.11. Use of Affiliates. Utilization of the services of, and payments to, third parties who are related, affiliated, controlled by, under control of, or under common control with Agent or any of its tenants or principals or any of the foregoing, shall be done or made, if, and only if, any such utilization or payment is approved in writing in advance by Owner in its sole discretion, reasonably exercised.

(Signatures appear on the following page)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their authorized representative as of the date first above written.

OWNER:

GEORGE MASON UNIVERSITY,

a Public University and an agency of the Commonwealth of Virginia

By: _____________________________

Name: Cliff Shore

Title: Chief Procurement Officer

AGENT:

LPC COMMERCIAL SERVICES, LLC,

a Texas limited liability company

By: _____________________________

Name: Brandon Ernst

Title: Senior Executive Vice President

EXHIBIT A

Reimbursable costs and related expenses (including salaries, payroll, benefits, etc.).

Agent will be reimbursed from the operating account for all costs of insurance provided for this location only, repairs, maintenance, security, cleaning and gross salaries and wages, payroll taxes, insurance, workers’ compensation and other benefits of Agent employees who are required to properly, adequately, safely and economically manage, operate and maintain the property. These additional operating costs for allocated payroll outside of the management fee are broken down in the table below:

*The Operations Manager Position provides for regular site inspection, monthly engineering report review, preventative maintenance program oversight, monthly energy monitoring and quality control for building operations. This is performed for a fixed fee.

**Base salaries not inclusive of overtime. Salaries will be adjusted per the Approved Budget.

Additionally, all administrative office expenses associated with the operation of running the building would be included at the expense of Owner such as all parts, tools, chemicals, office equipment, stationery, supplies, software, Workspace, telephone service, etc.

Construction Services

The Owner reserves the right to delegate, in writing, Construction Services to the Agent on a case-by-case basis. If the Owner opts to delegate these responsibilities to the Agent, the Agent shall represent the Owner for some or all construction activities on the project. These activities may include construction management services, selection and bidding of space planners, selection and bidding of engineers, bidding and selection of tenant improvement (or capital improvement) contractors, and coordination of the work completed by the same.