--- MANAGEMENT AGREEMENT

This Agreement is entered into hctween the Fall River Redevelopment Authority hereinafter reierrcd to as Rcdevdopmcnt Authority and Jobs for Fall River Inc hereinafter referred to as JOBS

WHEREAS the Redevelopment Authority is charged with the development and management of 1) a J60+- acre site known as the Fall River Commerce Park for industrialcommercial pwposes 2) a 300 acre site north of Fall River Commerce Park (hereinafter referred to as the North Site) for industrialcommercial or ltasino purposes 3) the City Pier 4) the land and buildings located at 64 Durfee Street (64 Durfee St) 5) the Third Street Garage and the Pearl Street Garage and parking lots (~Parking Facilities) and other activities within its mission and statutory authority

WHEREAS the Redevelopment Authority currently has no paid full time staff members and can benefit from JOBS development and management expertise and as such JOBS can provide staff support to the Redevelopment Authority for these projects and

WHEREAS it is the express wish ofthe Redevelopment Authority that this Agreement serve as a framework for development services offered by JOBS and

WHEREAS it is the intent of neither party to merge into one organizational entity

NOW THEREFORE in consideration of the mutual promises exchanged herein and other good and valuable consideration the parties hereto agree as follows

I Work Statement

JOBS shall provide administrative support to the Redevelopment Authority for the development and management ofthe Fall River Commerce Park the North Site~ the City Pier the 64 Durfee St site the Parking Facilities and subsequent projects that are requested by the Redevelopment Authority and agreed between the parties (hereinafter collectively sometimes referred to as the FRRA Projects) in the following areas

a Staffing JOBS will provide staff support to the Redevelopment Authority and its ftmctional committees The Economic Development Coordinator and Project Director will be available to work with the Redevelopment Authority and its functional committees as to all matters relative to the marketing and project management of the

- FRRA Projects JOBS Executive Vice-President will oversee and coordinate JOBS staff participation in this Management Agreement

1

Land Development Upon notification ofa potential prospect or inquiry about real estate Lhe JOBS staffwill prepare an appropriate communication to the Chairman of the Redevelopment Authority The content of this communication shall be determined by the RcdevelopmcnL Authority and will be ready for sigmltllTc within 48 h()urs of the initial contact JOBS will provide timely copies of all correspondence relative to the Redevelopment Authoritys property and FRRA Projects

c Marketing The JOBS staffwill work in conjunclion with the Redevelopment Authority regarding the development ofa marketing pJan and related budget for the FRRA Projects

d JOBS Executive Vice President will serve as a liaison to the city government regarding municipal issues as they affect the FRRA Projects The Executive Vice-President will work in conjunction with the Redevelopment AuthorityS legal counsel on issues such as zoning signage and infrastructure

e JOBS will provide a monthly report on all ofits transactions as they pertain to the Redevelopment Authority In addition the JOBS staffwill prepare the appropriate project descriptions and transaction summaries regarding real estate financing

f The JOBS Director of Administration shall present a financial report on the Redevelopment Authority at each regular monthly meeting ofthe Board

g Special Projects JOBS will provide staff support to the Redevelopment Authority for special projects determined to be appropriate in the promotion of the FRRA Projects and in the recruitment of new industry These special projects might include but are not limited to

bull Master Plan development and environmental permitting bull Direct call program in target markets bull Group presentations to targeted audiences both domestic and international in nature bull Grant preparation bull Regulatory compliance filings

2 Reports

JOBS will provide the Redevelopment Authority with a monthly report and an annual report

2

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Compensation

Tn consideration ofthe services provided to it hy JOBS as delineated in items l(a) through (f) above the Redevelopment Authority will pay to JOBS the sum ofNinety Thousand and 00100 ($9000000) Dollars per year which will be billet at a monthly rate of Seven Thousand Five Hundred and 001100 ($750000) Dollars (Compensation) The parties acknowledge and agree that aU costs associated with Special Projects pursuant to Item l(g) above (including JOBS staff costs) shall be borne by the Redevelopment Authority in addition to Compensation but all-such expenditures must be pre~approved by the Redevelopment Authority

4 Period ofPerfonnance

This Agreement shall commence on -ZL 2010 and shall continue until JJL period of three (3) years -(

2013 a

5 Records

On behalf of the Redevelopment Authority JOBS shall maintain a full and detailed accounting and record of all activities and financial transactions in conformance with MOL 12lB and accepted audit practices

6 Amendments

This Agreement can be amended upon the written request by either party with the mutual agreement ofboth parties Any amendments shall be fonnally incorporated into this Agreement in writing

7 Termination

This Agreement is subject to tennination for convenience or cause by either party upon 180-day written notice of the intent to tenninate

Executed as of~ 2010

Fall River Redevelopment Authority

)

WClient Files by File NumbeIOO-31 management agrdoc

3

Land Development Upon notification ofa potential prospect or inquiry about real estate Lhe JOBS staffwill prepare an appropriate communication to the Chairman of the Redevelopment Authority The content of this communication shall be determined by the RcdevelopmcnL Authority and will be ready for sigmltllTc within 48 h()urs of the initial contact JOBS will provide timely copies of all correspondence relative to the Redevelopment Authoritys property and FRRA Projects

c Marketing The JOBS staffwill work in conjunclion with the Redevelopment Authority regarding the development ofa marketing pJan and related budget for the FRRA Projects

d JOBS Executive Vice President will serve as a liaison to the city government regarding municipal issues as they affect the FRRA Projects The Executive Vice-President will work in conjunction with the Redevelopment AuthorityS legal counsel on issues such as zoning signage and infrastructure

e JOBS will provide a monthly report on all ofits transactions as they pertain to the Redevelopment Authority In addition the JOBS staffwill prepare the appropriate project descriptions and transaction summaries regarding real estate financing

f The JOBS Director of Administration shall present a financial report on the Redevelopment Authority at each regular monthly meeting ofthe Board

g Special Projects JOBS will provide staff support to the Redevelopment Authority for special projects determined to be appropriate in the promotion of the FRRA Projects and in the recruitment of new industry These special projects might include but are not limited to

bull Master Plan development and environmental permitting bull Direct call program in target markets bull Group presentations to targeted audiences both domestic and international in nature bull Grant preparation bull Regulatory compliance filings

2 Reports

JOBS will provide the Redevelopment Authority with a monthly report and an annual report

2

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Compensation

Tn consideration ofthe services provided to it hy JOBS as delineated in items l(a) through (f) above the Redevelopment Authority will pay to JOBS the sum ofNinety Thousand and 00100 ($9000000) Dollars per year which will be billet at a monthly rate of Seven Thousand Five Hundred and 001100 ($750000) Dollars (Compensation) The parties acknowledge and agree that aU costs associated with Special Projects pursuant to Item l(g) above (including JOBS staff costs) shall be borne by the Redevelopment Authority in addition to Compensation but all-such expenditures must be pre~approved by the Redevelopment Authority

4 Period ofPerfonnance

This Agreement shall commence on -ZL 2010 and shall continue until JJL period of three (3) years -(

2013 a

5 Records

On behalf of the Redevelopment Authority JOBS shall maintain a full and detailed accounting and record of all activities and financial transactions in conformance with MOL 12lB and accepted audit practices

6 Amendments

This Agreement can be amended upon the written request by either party with the mutual agreement ofboth parties Any amendments shall be fonnally incorporated into this Agreement in writing

7 Termination

This Agreement is subject to tennination for convenience or cause by either party upon 180-day written notice of the intent to tenninate

Executed as of~ 2010

Fall River Redevelopment Authority

)

WClient Files by File NumbeIOO-31 management agrdoc

3

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Compensation

Tn consideration ofthe services provided to it hy JOBS as delineated in items l(a) through (f) above the Redevelopment Authority will pay to JOBS the sum ofNinety Thousand and 00100 ($9000000) Dollars per year which will be billet at a monthly rate of Seven Thousand Five Hundred and 001100 ($750000) Dollars (Compensation) The parties acknowledge and agree that aU costs associated with Special Projects pursuant to Item l(g) above (including JOBS staff costs) shall be borne by the Redevelopment Authority in addition to Compensation but all-such expenditures must be pre~approved by the Redevelopment Authority

4 Period ofPerfonnance

This Agreement shall commence on -ZL 2010 and shall continue until JJL period of three (3) years -(

2013 a

5 Records

On behalf of the Redevelopment Authority JOBS shall maintain a full and detailed accounting and record of all activities and financial transactions in conformance with MOL 12lB and accepted audit practices

6 Amendments

This Agreement can be amended upon the written request by either party with the mutual agreement ofboth parties Any amendments shall be fonnally incorporated into this Agreement in writing

7 Termination

This Agreement is subject to tennination for convenience or cause by either party upon 180-day written notice of the intent to tenninate

Executed as of~ 2010

Fall River Redevelopment Authority

)

WClient Files by File NumbeIOO-31 management agrdoc

3