Property_Management_Agreement__1___1_.pdf

PROPERTY MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of November 15, 2006, by and between ARIZONA WILDLIFE FINANCE CORPORATION, an Anzona nonprofit corporation (the "Corporation"), and LINCOLN PROPERTY COMPANY COMMERCIAL, INC., a Texas corporation ("Manager").

RECITALS:

A. The Corporation is the sole ground lessee of a certain tract or parcel located in the City of Phoenix, County of Maricopa, State of Arizona, legally described on Exhibit A, attached hereto and made a part hereof (the "Property"). The Property will be used by the Corporation for the purpose of constructing and operating one office building, containing approximately 8 1,8 17 square feet of gross space, together with a warehouse building containing approximately 26,648 square feet of gross space, a vehicle maintenance facilitylshop of approximately 8,650 square feet, and related site improvements (collectively, the "Project").

B. The Project will serve principally as an administrative complex with related facilities, including a RadioDispatch operating year-round, twenty-four hours a day. The Project will also have venues for public events occurring during and after normal hours of operation.

C. The Corporation leases the Property to the Arizona Game and Fish Department and Commission, an agency of the State of Arizona ("AGF"), pursuant to that certain Lease Purchase Agreement, dated as of November 1,2006 (the "Lease").

D. Manager is an independent contractor experienced in the business of managing, operating and supervising the operation and maintenance of commercial real estate properties.

E. The Corporation and Manager desire to set out in writing the terms and conditions under which Manager will manage, operate and supervise the maintenance of the Property.

F. Pursuant to a certain Assignment Agreement, of even date herewith, between the Corporation, as Assignor, and Wells Fargo Bank, N.A., as Assignee the Corporation has assigned its rights and benefits hereunder to the Trustee (as defined in the Lease) as security for the payment of the Certificates (as also defined in the Lease).

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms, covenants, conditions and agreements herein contained, the parties hereto agree as follows:

1. Employment of Manager. The Corporation hereby retains Manager during the term of this Agreement as the sole and exclusive manager on behalf of the Corporation and AGF to manage, operate and supervise the maintenance of the Project, upon the conditions and for the term and compensation hereinafter set forth.

2. Term. This Agreement shall be for a period commencing one full calendar month prior to the month in whlch AGF occupies the Building of the Project and ending four years later unless earlier terminated in accordance with paragraph 14 of this Agreement.

Following expiration of the initial term, the Corporation, with AGF's approval, may renew the Agreement for successive four (4) year terms. The Corporation, AGF or the Manager may decide not to renew the Agreement after any four (4) year term. Either party or AGF shall provide at least sixty (60) days notice prior to expiration of the Agreement that it desires to terminate the Agreement at the end of the current term. Manager shall endeavor to send to the Corporation, its Designated Representative and AGF a reminder notice at least six (6) months before the expiration date of each applicable renewal period. If the Agreement is not renewed after the initial term or any successive term the selection of a new Manager shall be made in substantial compliance with Chapter 23, Title 41, Arizona Revised Statutes. For purposes of this Agreement, Designated Representative shall mean Fred Bloom, AGF Engineering Manager or its designated successor.

(a) Manager shall be entitled to a Management Fee for such services in accordance with the calculations set forth in paragraph 13 below.

3. Acceptance of Duties of Manager. In accord with the operating and capital budget, Manager, on behalf of and at the expense of the Corporation, shall direct the operation and maintenance of the Project in accordance with the terms of this Agreement. Manager shall perform the following duties at the expense of the Corporation except as otherwise set forth herein:

(a) Ensure that the Project is maintained in an attractive condition and in a good state of repair. Such maintenance will include but not be limited to cleaning, grounds care, and such other maintenance and repairs as may be necessary in the ordinary course of business. Manager shall also be responsible for undertalung in good faith to obtain contracts to be executed by the Corporation for h s h i n g electricity, gas, fuel, water, telephone, window cleaning, refuse disposal, pest control, and any other utilities or services required for the operation of the Project. Additionally, Manager shall comply with the Building Management Standards in Exhibit D of the Lease Agreement; and comply with the building operation criteria in Exhibit E of this Agreement in fulfillment of AGF's goal of attaining LEED Silver Certification for the Project.

(b) Make all necessary disbursements for the operation and maintenance of the Project, including, without limitation, expenditures made from the Major Maintenance Fund held under the Indenture; provided, however, Manager shall not make disbursements for capital expenditures that are not specifically included, unless approved in writing by owner in advance, in the Budget approved from time to time in accordance with paragraph 4 of this Agreement.

(c) If the Property is subject to real estate taxes and assessments, Manager shall be responsible for the collection from AGF and the timely payment of all real estate taxes and special assessments levied against the Property, unless paid by AGF as Additional Rent.

(d) Provide management staff sufficient (as determined by Manager) to manage the Property, to maintain adequate books and records of account, and to make all necessary disbursements. The Corporation shall provide to Manager, at no cost to Manager, at least two hundred (200) square feet of contiguous air conditioned and secure space within the Building for such management staff and, to the extent provided for in the Budget approved from time to time in accordance with paragraph 4 of this Agreement, shall reimburse Manager for miscellaneous administrative expenses relating to such on-site management office including, without limitation, expenses for office equipment, furniture, building standard tenant improvements and day-to-day office supplies. All items purchased for the on-site management office shall be the property of the Corporation

(e) Employ, supervise, discharge, and pay all servants and employees of Manager deemed necessary by Manager for the efficient operation and maintenance of the Project to be employed in the maintenance, repair, operation and care of the Project.

If determined to be needed by AGF, the Manager shall employ a full-time or part-time on-site building engineer and full-time or part-time day porter. Any building operating engineers, building maintenance personnel, property manager personnel, service coordinators, building security personnel, janitorial service personnel, and other personnel employed or contracted by Manager whose activities are engaged in the operation, maintenance, repair, care and protection of the Project shall be deemed to be "Operating Personnel." The Corporation shall reimburse Manager for the cost of salaries and fringe benefits (including workers' compensation insurance) of such Operating Personnel and shall pay that portion of the salary, fringe benefits and travel expenses of other servants and employees of Manager who may from time to time be engaged on a part-time basis in the maintenance, repair, operation and care of the Project to the extent that such servants and employees are so engaged in the maintenance, repair, operation and care of the Project. No part of Manager's central office overhead expense or general or administrative expenses incurred by Manager in the performance of its duties, unless expense is specifically incurred for benefit of the Corporation, shall be deemed to be an expense of the Corporation subject to reimbursement hereunder. Except when otherwise permitted under Section 16(c) herein to hire independent third parties to provide certain services and perform certain work in connection with the Manager's duties, all Operating Personnel will be employees of the Manager.

(f) Contract, on behalf of the Corporation, for materials, services and supplies necessary for the proper care, maintenance, repair and operation of the Project; provided, however, Corporation and AGF must specifically authorize any expenditure exceeding Twenty-Five Thousand and no1100 Dollars ($25,000), except under the following circumstances:

(i) in the case of the existence of emergency, nuisance or risk;

(ii) where such item is included in the Budget approved in accordance with the provisions of paragraph 4 of this Agreement;

(iii) where such item is incurred in the ordinary operation of the Property (i.e., utility charges or similar operating expenses); or

(iv) where such item has been approved in writing by AGF and hnds are available for the payment of such item.

Manager shall not assume or enter into any contract or other agreement or obligation in connection with the management, operation or maintenance of the Project that cannot be terminated without liability against Manager, Corporation or AGF or the Project on thirty (30) days written notice by Manager or Corporation.

(g) Purchase, on behalf of the Corporation, all equipment, tools, appliances, materials, supplies and similar items necessary for the maintenance, repair and operation of the Project. Manager will obtain contracts, equipment, tools, appliances, materials, supplies, utilities, services and other items on the most advantageous terms to the Project, and is authorized to solicit bids, either formal or informal, for those items that can be obtained from more than one source. The purchase or installation of any item exceeding $25,000 must be made in substantial compliance with Chapter 23, Title 41, Arizona Revised Statutes.

(h) At Manager's expense, install and maintain in Manager's central office proper and suitable records and books of account in which there shall be properly recorded all receipts and disbursements connected with the management, repair and operation of the Project sufficient to enable Manager to provide the information described in paragraph 12 of this Agreement. All books of account shall at all times (during normal business hours) be open to the inspection and audit by the Corporation at the office of Manager which is principally responsible for managing the Project. Within three (3) business days upon termination of this Agreement, Manager shall deliver all records and books of account to the Corporation and any other materials required by applicable law or regulation, but Manager likewise shall be entitled to retain copies. Manager agrees to establish a separate trust bank account to which all monies received pursuant hereto shall be deposited and from which disbursements made pursuant hereto shall be made;

provided, however, the working capital reserve account referenced in paragraph 7 below shall be exclusively governed by such paragraph 7. The Corporation shall be allocated all income resulting from any interest paid on such separate trust bank account. The parties agree that such bank account shall be opened and operated in accordance with applicable laws and regulations.

(i) Apply for all applicable municipal, state or governmental licenses, permits and inspections and pay, on behalf of the Corporation, all inspection fees or other governmental fees that may be required in the operation of the Project, subject to receiving from the Corporation all funds necessary for such compliance.

(j) Conduct thorough building inspections of the Project annually. Upon completion of each inspection, Manager shall submit the results thereof to the Corporation. Manager shall conduct such inspections by its own employees at its expense; provided, however, if Manager determines any outside consultants are necessary the fees of such outside consultants shall be at the expense of the Corporation. Manager shall describe the present efficiency of the Project and recommend necessary changes in the management of the Project and any other matters that will improve the efficient management and operation of the Project. As part of Manager's annual building inspection, Manager shall also make recommendations with regard to painting, decorating, plumbing, carpentry and such other repairs to optimize the Project consistent with its use. Manager shall include AGF in the inspection and AGF must concur with the results and recommendations. Manager shall also, from time to time, alert the Corporation, its Designated Representative and AGF of any additional repairs which it believes should be undertaken as Manager becomes aware of such conditions and needs.

(k) Manager, at its expense, shall prepare, timely file and pay all federal, state and local returns or information reports required in connection with the operation of the Project, including but not limited to, Sales Use Tax, Personal Property Tax (for personal property owned by the Corporation and located at the Project but not for personal property owned by the tenants of the AGF), and IRS Form 1099 reporting, but excluding any income tax returns. Manager, at its expense, shall pay all penalties, additional tax andlor interest incurred as a result of failure to file said returns or reports or to pay any tax due thereunder on a timely basis, so long as the Corporation, or its Designated Representative provides Manager all sums necessary to timely pay such taxes.

(1) Manager shall procure from tenants and vendors and maintain appropriate certificates of insurance required under leases and service contracts.

(m) Manager shall not have the right to cancel, amend or modify any lease.

(n) Manager shall contract for the utilities necessary for and reasonably available to the Property. Manager shall use commercially reasonable efforts to contract for utilities but shall not be liable or responsible for the adequacy or availability of supply, interruption of supply or the cost thereof. Manager shall cooperate with AGF if AGF desires to include the Property within any utility supply contracts.

(0) Manager shall perform, on the Corporation's behalf and at the Corporation's expense, the Corporation's obligations under the following Sections of the Lease: 4 (Lease Payments), 9 (Maintenance, Operation and Use of Project), 10 (Additions, Modifications and Improvements), 1 1 (Substitutions and Removals), 16 (Eminent Domain), 18 (Payment of Taxes and Other Governmental Charges), 19 (Insurance), 23 (Remedies), 24 (Defeasance) and 25 (Notices).

(p) Manager shall not suffer or permit any valid mechanic's lien or encumbrance to be filed against the Project for any work or materials actually furnished.

If such lien or encumbrance, with or without merit, is filed against the Project, Manager shall promptly notify Corporation and AGF.

Except as otherwise stated above, Manager shall be obligated to perform the responsibilities and obligations of Manager hereunder only to the extent funds of the Corporation are available therefor. Notwithstanding any other provision in this Agreement, Manager shall be liable only for its gross negligence or intentional misconduct in performing or failing to perform Manager's obligations under this Agreement, or actions in excess of Manager's authority under this Agreement, but in other respects shall not be liable for errors or mistakes of judgment. In addition, in no event shall the Manager be liable for any indirect, consequential, punitive or special damages. Manager shall not have any liability to the Corporation or AGF or others for any acts of vandalism, trespass or criminal activity of any kind by tenants or third parties on or with respect to the Project and the Corporation's and AGF's insurance shall be the without the right of subrogation against Manger regarding claims arising out of or resulting from acts of vandalism, trespass or criminal activity. In addition, Manager agreed to the Management Fee described in paragraph 13 below under the assumption that AGF would be the only occupant of the Project. If the Corporation or AGF desires to lease, sublease, assign, license or otherwise grant a right of possession to any entity other than AGF, the Manager and the Corporation shall negotiate in good faith to agree upon the services the Manager will provide in connection therewith (which services may include leasing, coordinating or supervising tenant improvement construction, cleaning and enforcing leases or subleases) and the fees the Manager will receive for such services. If the parties are unable to agree, Manager shall have no duties or responsibilities with respect to such party or the portion of the Project used by such party.

Manager may condition such approval on receiving fees for such services in an amount acceptable to Manager.

4. Budget. The operating and capital budget (the "Budget") for the Project shall be prepared in accordance with the Lease. The Budget shall include applicable "Operating Costs" as defined in the Lease, and shall include a Management Fee. As provided in the Lease, the fiscal period for the Property shall commence on the first day of July and end on the last day of June (the "Fiscal Period"), provided, that if the Legislature of the State of Arizona enacts a general appropriation bill including appropriations for the lease payments by AGF under the Lease for a period of less than twelve (12) consecutive months, Fiscal Period shall mean the period for which the Legislature makes such appropriations. The Budget for the first Fiscal Period is attached hereto as Exhibit B. As provided in the Lease, no later than twelve (12) months prior to the end of the first Fiscal Period, and each subsequent second Fiscal Period thereafter, the Manager shall prepare and submit to the Corporation, its Designated Representative and AGF, a proposed Budget setting forth the estimated receipts and expenditures of the Property for the next succeeding Fiscal Period. AGF will review and approve the Budget in accordance with the terms of the Lease. Pursuant to the Lease, if AGF is unable to agree upon any aspect of the proposed Budget, AGF has the option of providing or purchasing the disagreed upon services, in whole or in part, including, without limitation, property management services, in which event the Corporation and the Manager shall be relieved from providing or purchasing such services and the cost of such services shall not be included within the Budget. When approved by AGF, the Manager shall, in good faith, use commercially reasonable efforts to abide by and implement the Budget and shall be authorized without the need for further approval by the Corporation, its Designated Representative or AGF to make the expenditures and incur the obligations provided for in the Budget. Without prior written approval of the Corporation, its Designated Representative and AGF, Manager shall not expend any funds, except as authorized by this Agreement, in excess of line items shown in the Budget. Manager shall exercise its reasonable professional judgment in preparing the Budget, and upon request shall meet with AGF to explain or discuss a proposed Budget, but Manager shall not be deemed to have made any guaranty or warranty whatsoever in connection with the Budget. No later than sixty (60) days after the end of the Fiscal Period, the Manager shall prepare, sign, certify to be correct on behalf of the Corporation and submit to the Corporation, its Designated Representative and AGF a statement of the actual operating costs for the Project for such Fiscal Period. If the actual operating costs exceed the estimated operating costs, the Manager may requisition funds from the Operating Costs Fund (as referenced in the Lease) with the consent of AGF. If Manager, the Corporation, its Designated Representative and AGF are unable to agree upon the proposed Budget, on an interim basis the prior year's Budget shall continue in force, with the exception that actual, non-managed costs, such as utilities and taxes, shall be changed to those amounts which are the actual amounts

5. Exclusive Engagement. Manager shall be the exclusive manager for the management of the Project during the term of this Agreement. Manager shall have the right to display on the Project suitable signs of Manager to the effect that Manager is the manager of the Project.

6 . Insurance Requirements.

The Manager shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Manager, his agents, representatives, employees or subcontractors.

The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Manager from liabilities that might arise out of the performance of the work under this contract by the Manager, its agents, representatives, employees or subcontractors, and Manager is free to purchase additional insurance.

MINIMUM SCOPE AND LIMITS OF INSURANCE: Manager shall provide coverage with limits of liability not less than those stated below.

Commercial General Liability - Occurrence Form

Policy shall include bodily injury, property damage, personal injury and broad form contractual liability coverage.

General Aggregate $2,000,000 Products - Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Blanket Contractual Liability - Written and Oral $1,000,000 Fire Legal Liability $ 50,000 Each Occurrence $1,000,000

The policy shall be endorsed to include the following additional insured language: "Tlze State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on belzalf of tlze Manager and Arizona Wildlife Finance Corporation ".

Policy shall contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, employees and Arizona Wildlife Finance Corporation for losses arising from work performed by or on behalf of the Manager.

Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000

The policy shall be endorsed to include the following additional insured language: "Tlze State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, employees and Arizona Wildlife Finance Corporation slzall be named as additional insureds witlz respect to liability arising out of the activities performed by or on belzalf of the Manager, involving automobiles owned, leased, lzired or borrowed by tlze Manager ".

ExcessNmbrella Liability Manager shall obtain excess or umbrella liability to follow form of all underlying policies in the minimum amount of $5,000,000. Policy shall include the additional insured language as stated above.

Worker's Compensation and Employers' Liability

Workers' Compensation Employers' Liability Each Accident Disease - Each Employee Disease - Policy Limit

Statutory

Policy shall contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, employees and Arizona Wildlife Finance Corporation for losses arising from work performed by or on behalf of the Manager.

ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions:

The State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, employees and Arizona Wildlife Finance Corporation wherever additional insured status is required such additional insured shall be covered to the full limits of liability purchased by the Manager, even if those limits of liability are in excess of those required by this Contract.

The Manager's insurance coverage shall be primary insurance with respect to all other available sources.

Coverage provided by the Manager shall not be limited to the liability assumed under the indemnification provisions of this Contract.

NOTICE OF CANCELLATION: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the State of Arizona. Such notice shall be sent directly to Arizona Game and Fish Department and Commission, State of Arizona, 2221 West Greenway Road, Phoenix, AZ 85023-4399 and shall be sent by certified mail, return receipt requested.

ACCEPTABILITY OF INSURERS: Insurance is to be placed with duly licensed or approved non-admitted insurers in the state of Arizona with an "A.M. Best" rating of not less than A- VII.

The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Manager from potential insurer insolvency.

VERIFICATION OF COVERAGE: Manager shall furnish the State of Arizona with certificates of insurance (ACORD form or equivalent approved by the State of Arizona) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf

All certificates and endorsements are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

All certificates required by this Contract shall be sent directly to Arizona Game and Fish Department and Commission, State of Arizona, 2221 West Greenway Road, Phoenix, AZ 85023-4399. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time.

SUBCONTRACTORS: Managers' certificate(s) shall include all subcontractors as insureds under its policies or Manager shall hrnish to the State of Arizona separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by the Department of Administration, Risk Management Section, whose decision shall be final. Such action will not require a formal Contract amendment, but may be made by administrative action.

7. Working Capital. The Corporation or its Designated Representative agrees, on or before [DATE], to advance to Manager the sum of FIFTY THOUSAND DOLLARS ($50,000.00) as a working capital reserve. Manager shall deposit said sum in a trust account in favor of Corporation in a bank to be designated by the Corporation in the name of Manager as a trust account, as agent for the Corporation. Said sum shall be working capital for Manager for the Property. Any money received or collected by Manager shall be deposited to such account.

Each month, Manager, on behalf of the Corporation, shall disburse funds from the bank account in accordance with the provisions of this Agreement and the Budget. At any time that the aforesaid working capital decreases to the sum of TEN THOUSAND DOLLARS ($1 0,000.00) or less, the Corporation agrees to promptly deposit such additional funds as may be necessary to restore said working capital to the sum of FIFTY THOUSAND DOLLARS ($50,000.00). The books and records in respect to such account shall be available (during normal business hours) at all times for inspection by the Corporation. The Corporation shall be allocated all income resulting from any interest paid on the working capital funds.

8. Fidelity Bond or Crime Insurance.

Bond or Policy Limit $

a. The bond or policy shall be issued with minimum limits of $

b. The bond or policy shall include coverage for all directors, officers, agents and employees of the Manager.

c. The bond or policy shall include coverage for third party fidelity.

d. The bond or policy shall include coverage for theft and mysterious disappearance.

e. The bond or policy shall contain no requirement for arrest and conviction.

f. The bond or policy shall cover loss outside the premises of the Named Insured.

9. Intentionally Omitted.

10. Extraordinary Services. If Manager is called upon to perform services not part of this Agreement (including, without limitation, leasing or procuring tenants) or services not customarily a part of the usual services performed by a property manager, Manager shall be entitled to receive as additional compensation therefor an amount commensurate with such services, if Manager notifies the Corporation that an additional charge will be made for such service prior to providing the same.

11. Outside Services. Should (in the discharge of its duties) Manager require the services of any professional, including but not limited to an attorney, accountant, surveyor or real estate appraiser, the Manager shall retain such party at the Corporation's expense. All services to be performed shall be outlined to the Corporation before any action is taken, except in an emergency.

12. Books and Records. Manager shall provide the Corporation or its Designated Representative with the following:

(a) Within twenty (20) days after the end of each month, a monthly reporting package for the previous month including (i) Balance Sheet for the Property,

(ii) Operating StatementIAccrual Basis for the Property, (iii) General Ledger, (iv) Journal

Entry Listinghfonthly Audit Listing, (v) Bank Statement and Reconciliation (including list of bank service charges andlor Client Analysis Statement), (vi) Statement of Charges and Collections/Rental Property Receivable, (vii) Rent Roll, including appropriate notes,

(viii) Voucher Check Register, (ix) narrative Variance Report for the preceding month and year to date, (x) Cash Basis Operating Statement, (xi) Delinquency Reportfnarrative Status of Outstanding Receivables, (xii) Tenant Aging Report, (xiii) Net Cash Flow Statement for the preceding month and year-to-date to the end of such preceding month, and (xiv) a calculation of the monthly Management Fee and Operating Personnel reimbursement.

(b) Within 30 days after the end of each calendar quarter, a 12-month projection of cash flow.

13. Compensation. As compensation for Manager's services, Manager shall be paid a management fee ("Management Fee") in the amounts set forth on Exhibit C attached hereto and made a part hereof, payable monthly (the "Fixed Fee"), plus an amount equal to three percent (3%) of all real estate taxes, special assessments and operating expenses of the Building, and any escalations or increases thereto (the "Percentage Fee"), provided, however, that the Percentage Fee shall not exceed fifty percent (50%) of the total Management Fee. The Management Fee shall be payable monthly to Manager on the first day of each month from and after the effective date of this Agreement and shall continue thereafter until the termination of this Agreement. Manager is authorized to pay the Management Fee from the bank account referred to in paragraph 7 of this Agreement. Additionally, with regard to casualty or repair work which costs in excess of $5,000, Manager and the Corporation or its Designated Representative may enter into agreements for Manager to undertake such work (which work is outside of the scope of this Agreement) at terms and provisions and compensation mutually satisfactory to Manager and the Corporation.

14. Termination. Notwithstanding the provisions contained in paragraph 2 above, this Agreement may be terminated and the obligations of the parties hereto shall thereupon cease upon the occurrence of any of the following circumstances or events:

(a) Upon substantial destruction of the Building.

(b) Upon a taking under eminent domain, or other like proceedings, this Agreement shall terminate with respect to the portion of the Building so taken, but shall remain in full force and effect with respect to the balance of the Building; provided, however, that if the taking is of all or a substantial portion of the Building so as to render the same unfit for the intended use this Agreement shall terminate on the date when said taking occurs.

(c) If either Manager or the Corporation is adjudged a bankrupt, or if Manager or the Corporation shall make an assignment for the benefit of creditors or seek relief from its creditors under any insolvency act, the other party to this Agreement may terminate this Agreement by serving written notice, by certified or registered mail, postage prepaid, as provided under paragraph 15 of this Agreement.

(d) Upon the mutual agreement or consent of the Corporation and Manager expressed in writing.

(e) After the expiration of the initial term, and any renewal period, as provided in Paragraph 2 above.

(f) Upon the election of the Corporation or AGF upon any material breach of this Agreement by Manager which Manager does not cure or commence to cure within sixty (60) days after receipt of written notice of such breach from the Corporation or AGF to Manager; provided, however, that with respect to any non-monetary breach, such 60-day period shall be extended for such additional period as may reasonably be required to cure the breach if Manager has commenced cure of such non-monetary breach within such 60-day period and is diligently pursuing such cure to completion.

(g) Upon the election of Manager upon any material breach of this Agreement by the Corporation which the Corporation does not cure or commence to cure within sixty (60) days after receipt of written notice of such breach from Manager to the Corporation; provided, however, that with respect to any non-monetary breach, such 60-day period shall be extended for such additional period as may reasonably be required to cure the breach if the Corporation has commenced cure of such non-monetary breach within such 60-day period-and is diligently pursuing such cure to completion.

(h) At the option of Manager, by giving thirty (30) days written notice thereof to the Corporation.

(i) At the option of the Corporation, after the third year of each four (4) year renewal period, by giving sixty (60) days written notice thereof to Manager.

Upon termination, Manager shall submit a final accounting to the Corporation and its Designated Representative and Manager shall reasonably cooperate with the Corporation in the Corporation's transition to another manager of the Building.

15. Notice. Notices hereunder shall be valid if mailed by first class registered or certified mail, postage prepaid, by overnight courier, or personal delivery, addressed as follows:

If to Corporation:

If to Manager:

Arizona Wildlife Finance Corporation C/O Arizona Game and Fish Department and Commission State of Arizona 2221 West Greenway Road Phoenix, AZ 85023-4399 Attention: Steve Ferrell and William McLean

Lincoln Property Company Commercial, Inc.

2355 East Camelback Road, Suite 900 Phoenix, AZ 850 1 6 Attention: David R. Krumwiede

With a copies to: Lincoln Property Company 2355 East Camelback Road, Suite 900 Phoenix, AZ 85016 Attention: Peggy R. Maxwell

Gregory Courtwright Lincoln Property Company Commercial, Inc.

500 North Akard, Suite 3300 Dallas, TX 75201

Copies of all notices given hereunder by the Corporation or the Manager shall be delivered to AGF at the following address:

AGF :

With a copy to:

Arizona Game and Fish Department and Commission State of Arizona 222 1 West Greenway Road Phoenix, AZ 85023-4399 Attention: Fred Bloom and Richard Rico

Office of the Attorney General State of Arizona 1275 West Washington Phoenix, Arizona 85007 Attention: James Odenkirk

16. No Restrictions; Limitation on Responsibility.

(a) Nothing contained in this Agreement shall be construed to prohibit Manager, or any firm, individual or corporation controlled by, under common control with or controlling Manager, or any shareholder of Manager or of a corporation controlling Manager, or of a corporation owned or controlled directly or indirectly by such shareholder(s), or any partner of Manager, or any other directly or indirectly related or affiliated party, from acquiring, owning, financing, operating, leasing, providing asset management services to, providing property and construction management services to, providing brokerage or leasing services to, developing, investing in, or disposing of any real estate or mortgage interests therein not owned or operated by the corporation. The Corporation agrees and consents that Manager, or any person or entity directly or indirectly controlling, controlled by or under common control with Manager or any shareholder, director or partner of Manager, or any other directly or indirectly related or affiliated party, may engage in or possess an interest in another business venture or ventures of any nature and description, independently or with others, including but not limited to, any venture established to acquire, own, finance, lease, provide asset management services to, provide property and construction management services to, provide leasing services to, operate, manage, syndicate, broker and develop real property or mortgage interests therein, and neither the Corporation nor its members nor their affiliates, as such, shall have any rights by virtue of this Agreement, or otherwise, in and to said independent ventures or to the income or profits derived therefrom or to any claims against Manager or any such other parties alleging or claiming conflict of interest, breach of this Agreement or breach of any fiduciary duty as a result thereof.

(b) The Corporation acknowledges that Manager has previously entered into and will continue to enter into other agreements with other parties for the provision of property management, leasing and/or construction management services. Nothing contained in this Agreement shall be construed to prohibit Manager or its affiliates from entering into any such other agreements, and the execution and performance of such other agreements shall in no way be considered a default hereunder or a breach of or impair Manager's duties hereunder, nor shall Manager be subject to any claim of conflict of interest or breach of fiduciary duty as a result of the execution and performance of any such other agreements.

(c) The Corporation acknowledges that it is intended that Manager hire in certain circumstances independent third parties to provide certain services and perform certain work in connection with Manager's duties hereunder, including without limitation providing janitorial services, providing security services, providing tenant improvement and capital improvement services, providing repairs and providing other services to the Property. In no event shall Manager have any responsibility or liability in connection with the performance or provision of the work and services rendered by third parties.

17. Assignment and Subcontracting; Limited Obligations of the Corporation.

(a) Manager may not assign its rights or obligations under this Agreement without the prior written consent of the Corporation or its Designated Representative and AGF, such consent not to be unreasonably withheld; provided, however, Manager may subcontract with others for the fulfillment of its duties under this Agreement and Manager may assign this Agreement to an affiliate of Manager or an entity that is part of the amalgam of business enterprises commonly known as Lincoln Property Company and the Corporation shall approve such assignments in advance. The Corporation may not assign its rights or obligations under this Agreement without the prior written consent of Manager, such consent not to be unreasonably withheld; provided, however, Manager consents to and acknowledges that The Corporation's rights and benefits in this Agreement have been collaterally assigned to Trustee (as defined in the Lease). Upon receipt of written notice from Trustee that an Event of Default has occurred under the Indenture (as defined in the Lease), Manager shall recognize Trustee as the "Owner" under this Agreement. Prior to Manager's receipt of such notice, Trustee shall have no rights under this Agreement and Manager shall owe no duties or obligations to Trustee except as explicitly set forth in this Section 17(a). Any indemnity obligation of manager under this Agreement shall expire twelve (12) months following the termination of this Agreement provided, however, that any written demand served upon Manager for indemnification hereunder shall prolong the survival of such indemnity if, within six (6) months following such claim, a lawsuit is filed against Manager.

(b) Manager acknowledges that any payment or indemnity obligation of the Corporation hereunder is limited solely to moneys available to the Corporation under the Indenture or received by the Corporation pursuant to (i) the Lease and not otherwise required to be paid for the purposes set forth in Section 5.06 of the Indenture or (ii) any insurance policies.

18. Relationship. The Corporation is engaging Manager as an independent contractor to provide management services pursuant to the provisions of this Agreement.

Manager and the Corporation shall not be construed as joint venturers or partners or principal or agent of each other (except as explicitly set forth herein) by reason of this Agreement and neither shall have the power to bind or obligate the other except as set forth in this Agreement. Manager shall perform its obligations hereunder solely as the agent of the Corporation and on the Corporation's and AGF's behalf. Although this Agreement obligates the Manager to perform certain obligations of the Corporation under the Lease, the Manager is not a party to the Lease and this Agreement shall not be construed as, and does not constitute, an assignment to or assumption by Manager of the Lease. Manager's agency extends only to the funds and assets available to the Corporation as described in Section 17(b) hereof and Manager shall not create any liability for the Corporation beyond that amount.

19. Governing Law. This Agreement shall be governed by the laws of the State of Arizona.

20. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements between the parties, either oral or in writing, with respect to the subject matter hereof.

21. Amendments; No Waiver. This Agreement may be not be amended, changed or modified except by a written amendment executed by the parties hereto. No waiver of any provision of this Agreement or of any breach or default hereunder shall be valid unless in writing signed by the party charged.

22. Severability. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

23. Costs of Enforcement. In the event of any action or proceeding to enforce any of the provisions andlor rights under this Agreement or on account of a breach of any term or provision hereof (including without limitation, arbitration, mediation and court actions at law or in equity), the unsuccessful party to such action or proceeding agrees to pay to the prevailing party all costs and expenses, including reasonable attorney's fees, incurred therein by such prevailing party, including any such costs and expenses incurred in any appeal.

24. Approvals. The Corporation shall not unreasonably withhold or delay any approval or consent required hereunder.

25. Third Party Beneficiary. The parties hereto acknowledge and agree that AGF is a third party beneficiary to this Agreement. The primary purpose of the Agreement is to provide management, maintenance and operations services to the Project for the direct benefit of AGF, and all promises, duties and responsibilities set forth in this Agreement are intended for the direct benefit of AGF. The parties shall not modify this Agreement without AGFYs consent. Nothing in this Agreement shall confer any right upon any person other than the parties hereto, and those specifically designated herein as third party beneficiaries of this Agreement.

26. Inspection, Audit and Production. As required by the provisions of A.R.S.

Section 35-214, the Manager agrees that all books, accounts, reports, files and other records relating to this contract shall be subject at all reasonable times to inspection and audits by AGF for three years after completion of the contract, and that upon request by AGF such records shall be produced at any AGF office designated herein as the place at which notices to AGF are to be given.

27. Arbitration. In the event of a dispute between the Manager and the Corporation involving AGF which, pursuant to the Lease, the Corporation is required to resolve through arbitration, the Manager agrees to participate in such arbitration proceedings to the extent the Lease requires the Corporation to do so.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

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

0 WNER:

ARIZONA WILDLIFE FINANCE

CORPORATION, an Arizona nonprofit corporation r A A

Name: William H. M c ~ e a n

[SIGNATURE PAGE TO PROPERTY MANAGEMENT AGREEMENT]

MANAGER:

LINCOLN PROPERTY COMPANY

COMMERCIAL, INC., a Texas corporation

By: / Name: David R. Krumwiede Title: Executive Vice President

[SIGNATURE PAGE TO PROPERTY MANAGEMENT AGREEMENT]

EXHIBIT A

LEGAL DESCRIPTION OF LAND

That portion of the Southwest quarter of Section 4 Township 5 North Range 2 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona described as follows:

COMMENCING at the common corner of Sections 4 ,5 ,8 and 9, Township 5 North Range 2 East of the Gila and Salt River Base and Meridian, Maricopa County;

THENCE North 02 degrees 43 minutes 30 seconds East, a distance of 250.06 feet to the POINT

OF BEGINNING;

THENCE continuing North 02 degrees 43 minutes 30 seconds East, a distance of 900.00 feet;

THENCE South 88 degrees 31 minutes 43 seconds East, a distance of 1356.28 feet;

THENCE South 3 1 degrees 32 minutes 24 seconds West, a distance of 266.66 feet;

THENCE South 20 degrees 27 minutes 24 seconds East, a distance of 214.16 feet;

THENCE South 05 degrees 14 minutes 25 seconds West, a distance of 176.12 feet;

THENCE South 35 degrees 19 minutes 58 seconds West, a distance of 201.39 feet;

THENCE South 32 degrees 11 minutes 50 seconds West, a distance of 19.36 feet;

THENCE South 27 degrees 37 minutes 25 seconds West, a distance of 18.41 feet;

THENCE South 25 degrees 56 minutes 10 seconds West, a distance of 15.01 feet;

THENCE South 24 degrees 11 minutes 10 seconds West, a distance of 27.57 feet;

THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 42.74 feet;

THENCE North 88 degrees 3 1 minutes 43 seconds West, a distance of 11 59.86 feet to the

POINT OF BEGINNING;

EXCEPT all oil, gas and other hydrocarbon substances, helium or other substances of a gaseous nature, coal, metals, minerals, fossils, fertilizer of every name and description and except all materials whch may be essential to production of fissionable material as reserved in Arizona Revised Statutes.

EXHIBIT B

FIRST FISCAL PERIOD BUDGET

Arizona Game 8 Fish Phoenix, AZ

Calendar First Year Of Operation

850 850

101 181 101 101 101 181 101 101

TOTAL NONRECOVERABLE EXPENSES

TOTAL EXPENSES

NET OPERATING lNCOME

TOTAL CAPITAL EXPENDITURES

NET CASH FLOW BEFORE DEBT SERVIC

I0!24/2006 I :I ? P.M

Arizona Game & Fish Phoenix, AZ Calendar First Year of Operation

TOTAL RENTAL REVENUE

Operating Recoveries

Real Estate Tax Recoveries

Insurance Recoveries

OTAL OTHER REVENUE

OTAL INCOME

OTAL UTILITIES

950 1.450 10.450 S0.089 scape Ext - Other

- Recov Parking Lot

- Recov Roof

- Recov Electrical

ACCOUNT 2007 2007

NUMBER Jan - Feb March &y J - J u l v A u q u s t m OCt - Nov - Dec TOTAL pSJ

R&M - Recov Site Lighting

R&M - Recov Plumbing

R&M - Recov HVAC

RBM - Recov Pest Control

RBM - Recov Fire Protect

Building Engineer

R&M -Parking Lot Sweep

R&M - Exterior R & M R8M -Windows 8 Doors

R8M -Keys & Locks RBM - Signage

RBM - Other R & M

5232-0000

5240-0000

5245-0000

52554000

5260-0000

5280-0000

5270-0000

5273-0000

5274-0000

5290-0000

5314-0000

531 5-0000

TOTAL REPAIRS & MAINTENANCE

0 0 0 40 290 290 290 290 290 290 290 290 0 0 0 200 200 200 200 200 200 200 200 200 0 0 0 500 600 1,200 1,500 1.500 1,200 500 500 500

125 125 225 125 125 300 125 125 250 125 125 200 425 425 425 425 425 425 425 425 425 425 425 425…