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Exhibit 3
Management Agreement

THIS AGREEMENT, made and entered into this________ day of ________, 19___, by and between: THE CEDARS CONDOMINIUM ASSOCIATION, INC., a New Jersey not-for-profit corporation with an office at Valley and Acken Roads, Basking Ridge, New Jersey 07920 (hereinafter referred to as "the Association"),AND CEDARS MANAGEMENT CORPORATION, a New Jersey corporation, with offices at 1640 Vauxhall Road, Union New Jersey 07083 (hereinafter referred to as "Managing Agent" or "Agent").

WHEREAS, the Association is responsible for the administration, management and operation of that certain residential condominium known as THE CEDARS, A CONDOMINIUM (hereinafter referred to as the "Condominium") located in the Township of Bernards, Somerset County, New Jersey (hereinafter called the "Condominium"), and

WHEREAS, the Managing Agent possesses expertise in the management, operation and administration of residential communities; and

WHEREAS, the Association desires to engage the Managing Agent to perform all the management services required for the efficient administration, operation and management of the Condominium, including but not limited to those authorized by the Master Deed for the Condominium, the By-Laws of the Association, and those services hereinafter expressly set forth.

NOW, THEREFORE, WITNESSETH, that in consideration of the promises, conditions and covenants hereinafter set forth and other valuable consideration, in hand paid by the parties hereto, each to the other, simultaneously with the execution and delivery of this Agreement, receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

  1. The Association herewith employs and appoints the Managing Agent as the exclusive agent for the management, operation and administration of the Condominium, and the Managing Agent herewith accepts said employment under and upon the terms and conditions hereinafter provided.
  2. The responsibility of the Managing Agent for the administration, management and operation of the Condominium shall commence on the date hereof and shall continue for one (1) year thereafter, provided however, that either party shall have the right to terminate said Agreement with or without cause by affording the other party at least sixty (60) days prior written notice of said termination. Prior written approval by each Eligible Mortgage Holder (as same is defined in the Master Deed for the Condominium) holding a first mortgage lien on a Unit shall also be required before the effectuation of any decision by the Association to terminate this Agreement and assume self-management or enter into a management agreement with another entity.
  3. The Managing Agent agrees, notwithstanding the authority vested in the Managing Agent by terms of this Agreement, to confer fully and freely with the Board of Directors of the Association in the performance of its duties as herein described and to attend general membership or Directors' meetings at any times requested by the Association.
  4. It is further understood and agreed that the authority and duties conferred upon the Managing Agent hereunder are confined to the common areas and facilities as defined in the Master Deed creating the Condominium. Such authority and duties shall not include supervision or management of individual units except as directed by the Association.
  5. The services to be rendered by the Managing Agent in connection with the operation, administration and managing of the Condominium is as follows:

    1. Subject to the approval of the Board of Directors of the Association, to cause to be selected, hired and supervised, all persons necessary to be employed in order to properly manage, maintain and operate the Condominium, which employees in each instance shall be employees of the Association, or an independent contractor, or may be employees of the Managing Agent. All personnel who are responsible hereunder for the handling of the Association's funds shall, without expense to the Association, be bonded by a fidelity bond acceptable to the Managing Agent and the Association. All wages, salaries and other compensation paid to such employees, including all items payable in respect to the payroll, such as, but not limited to unemployment insurance and social security, worker's compensation, disability benefits, medical and surgical plans compensation, disability benefits, medical and surgical plans now in existence or hereinafter imposed or included in union agreements which Agent may enter into, shall be at the expense of the Association and considered as operating expenses of the Condominium. Agent will prepare and file all necessary reports and make required payments with respect to the unemployment insurance, disability and social security taxes. Anything to the contrary herein notwithstanding, the Association will be responsible for the payment of direct or indirect compensation to any employee for services actually rendered on behalf of the Association and the Association shall have the right at all reasonable times to audit all records with respect to any and all payroll or other expenses for which payment has been made by or requested of the Association.
    2. Cause of the Common Elements of the Condominium to be maintained and kept in a first-class state of repair, including interior and exterior (exclusive of the interior of individual Units) cleaning and cause necessary repairs and alterations to the Common Elements of the Condominium to be made, including but not limited to electrical, plumbing, carpentry, masonry, public space, parking areas, redecorating of public and common areas and such other incidental alterations or changes therein that may be proper, subject only to the limitations contained in this Agreement, or in the Master Deed for the Condominium, the Certificate of Incorporation, By-Laws and Rules and Regulations of the Association.
    3. Cause to be purchased, on behalf of and at the expense of the Association, all tools, equipment, supplies and materials as may be necessary and desirable for the maintenance and upkeep of the Common Element of the Condominium. Such purchases shall be made in the name of the Association.
    4. Subject to approval by the Board of Directors of the Association, arrange for contracts for utilities, vermin extermination, master television antenna or cable television services and other necessary services as shall be deemed advisable.
    5. Check all bills received by the Association for services, work and supplies ordered in connection with and for maintaining the Common Elements and caused to paid by the Association all such bills, as and when same shall become due and payable.
    6. Collect on behalf of the Association all Common Expense Assessments, maintenance fees, charges, monies and debts which may become due to the Association and to take such action in the name of the Association as may be required for the collection of same. For such purposes, the Managing Agent may, with the prior approval of the Board of Directors of the Association, and at the expense of the Association, employ counsel designated by the Association for such purposes.
    7. Deposit all funds collected for the Association, in a bank designated by the Association, as agent for the Association.
    8. Supervise the moving in and moving out of Unit Owners or tenants thereof and arrange dates thereof so that there will be a minimum of disturbance in the administration of the Condominium or inconvenience to the other Unit Owners or tenants thereof.
    9. Maintain businesslike relations with members of the Association whose service requests and complaints shall be received, considered, acted upon and recorded in a systematic fashion in order to show the action taken with respect to each. Requests that the Managing Agent deems outside of the scope of its responsibility or of a serious nature or complaints or requests deemed by the Managing Agent to be unreasonable shall, after thorough investigation, be reported to the Association with appropriate recommendations.
    10. Cooperate with the Association's accountants with regard to the annual audit of the books and accounts of the Association including the annual reports of the operation of the Association.
    11. Cooperate with Association's accountants with regard to the preparation and filing on behalf of the Association of governmental forms and returns. Cause to be prepared and sent out all letters, reports and notices as may be reasonably requested by the Board of Directors of the Association, including any newsletter or other publications which the Board directs.
    12. Cause all insurance required by law or otherwise to be carried and maintained in full force and effect; and to make appropriate adjustments with all insurance carriers and cause all insurance proceeds to be promptly paid.
    13. Cause to be maintained and kept current, the Association minute book and Unit Owner/Membership list; prepare and give notice of the meetings to the Unit Owner/Membership and Directors of the Association; provided, however, that nothing shall require the Managing Agent to perform legal or professional accounting services.
    14. Maintain records with respect to services, materials and expenses on behalf of the Association, which records shall be sufficient to describe the services rendered and shall be kept in accordance with prevailing accounting procedures and shall identify the source and expenditure of all funds. Such records shall be freely available for inspection by the Association's Officers and Directors on a reasonable basis during normal business hours.
    15. Render to the Association a monthly statement of all collections and disbursements made, within the next month, and at such other times, at the option of the Association, as shall be consistent with collection, expenditures and commitments for the Condominium. Such statements shall be prepared at the Managing Agent's expense.
    16. Prepare an annual operating budget for submission to the Board of Directors of the Association no later than thirty (30) days before the end of each fiscal year of the Association for the next succeeding fiscal year.
    17. Arrange for snow clearing from and maintenance of all roads, walkways and parking areas.
    18. Arrange for the removal of refuse from all buildings and common areas.
    19. Generally do all things deemed reasonable, necessary or desirable by the Board of Directors of the Association to oversee the proper management of the Condominium.
    20. To notify the Association of any practice, procedure or activity or other matter connected with the Condominium, which, in the opinion of the Managing Agent, may constitute a violation of any ordinance, code, governmental regulation, provision of the Master Deed, provision of the By-Laws or Rules and Regulations of the Association.

  6. The Managing Agent shall not be required or obligated to advance any monies or credit for any purchases and expenditures on behalf of the Association. In no event, however, shall the Managing Agent expend any sum in excess of $1,000.00 per expenditure, or $10,000.00 in the aggregate on an annual basis, unless said expenditure(s) are specifically authorized by

    1. the Board of Directors of the Association or
    2. an approved operating budget of the Association or
    3. the same is immediately required by law or under circumstances where such expenditures are required to eliminate or prevent an emergent danger to life or limb, or an imminent and substantial loss of or damage to the Common Elements of the Condominium, in which case, such expenditure(s) may be made by the Managing Agent, irrespective of the above limitations.

  7. The Managing Agent is authorized on behalf of the Association to make all necessary disbursements for expenses incurred by the Managing Agent pursuant to any of the provisions of this Agreement, including the retention of legal counsel, accountants and other professional services as may be necessary, subject to proper approval thereof by the Board of Directors of the Association, and also including the payment of the Managing Agent's compensation as herein provided, and to deduct the same from the collections made for the Association. In the event that at any time there be insufficient funds in the custody of Managing Agent for the current collections to pay such expenses, the Association agrees to supply the Managing Agent immediately with funds required to make such payments. The Association agrees to reimburse the Managing Agent upon demand for any disbursements which Managing Agent may elect to advance for the account of the Association and for any monies which Managing Agent becomes obligated and required to pay pursuant to any of the provisions of this Agreement. Nothing herein contained, however, shall be construed to obligate Managing Agent to make such advances.
  8. Exclusive of the revenue derived from laundry equipment, any vending machines, pay telephone, or other coin-operated equipment which may be installed in any building by outside contractors, any revenue derived from such installation shall be for the benefit of the Association and any income arising therefrom shall accrue to and be allocated to the maintenance, administration, upkeep and repair of the Common Elements of the Condominium. The Board of Directors of the Association shall first approve the installation of any such machines.
  9. The Association agrees to pay the Managing Agent for all services to be performed in connection with the management, administration and operation of the Condominium, the sum of ten ($10.00) dollars per month for each Unit for which an initial Certificate of Occupancy has been issued by the Township of Bernards. The first such installment shall be due upon the execution of this Agreement. Subsequent installments shall be payable on the last day of each month thereafter during the term of this Agreement.
  10. The Managing Agent has and shall have general authority and powers necessary to carry out the intent of this Agreement and to act therefore on behalf of the Association. In no event, however, shall the levels of maintenance or general supervision provided by the Managing Agent be less than that contemplated by the proposed budget set forth in the Public Offering Statement prepared by the Developer of the Condominium.
  11. The Managing Agent shall, at the expense of the Association, cause to be placed and kept in force all forms of insurance as required by the Master Deed for the condominium, the By-Laws of the Association or the laws of the State of New Jersey. Until the first meeting of the Board of Directors following the first annual meeting of the members of the Association, this shall be limited to:
    1. Risk and extended coverage in a sum equal to the full replacement value of the buildings;
    2. Public liability insurance in amounts of $1,000,000.00 for claims for bodily injury and not less than $5,000,000.00 for claims for property damage;
    3. Worker's compensation insurance as required by law. The Managing Agent shall promptly investigate and make a full written report as to all accidents or claims for damages relating to the management, operation and maintenance of the Condominium, including any damage or destruction to the Condominium and the estimated cost of repair, and shall further cooperate and make any and all reports required by any insurance carrier in connection therewith; and
    4. Flood insurance at the Board's direction and as may be required by any mortgage lender for any Unit in the Condominium.
    5. The Managing Agent shall be liable to the Association for any loss or damage caused by the Managing Agent's gross negligence or willful misconduct or caused by the Managing Agent's own failure to comply with its obligations hereunder. The Association will indemnify the Managing Agent against and hold the Managing Agent harmless from:

      1. any loss, damage, cost or expenses (including reasonable attorneys' fees) sustained or incurred for injury to any person or property in or about and in connection with the Condominium, from any cause except the gross negligence or willful misconduct of the Managing Agent; and,
      2. any liability, damage, penalties, costs or expenses, statutory or otherwise, for any acts properly performed by the Managing Agent pursuant to the instruction of the Association; provided however, in each of the foregoing instances, the Managing Agent promptly advises the Association of this receipt of information concerning any such injury and the amount of any such injury, such liability, damages, penalties, costs and expenses.

    6. The Association shall carry contractual liability insurance, specifically covering the indemnity provisions contained in subparagraph_____ hereof, and employer's liability insurance and will include the Managing Agent as a party insured in the liability policy. A copy of such policy or a certificate evidencing same will be provided to the Managing Agent.

  12. In the event a petition in bankruptcy is filed by or against the Association or the Managing Agent, or in the event that either shall make an assignment for the benefit of creditors or take advantage of any insolvency act, either party hereto may forthwith terminate this Agreement upon ten (10) days prior notice in writing to the other.
  13. Notice which either party desires to give to the other or is required to give to the other under this Agreement, shall be given by Certified or Registered Mail, Return Receipt Requested, and it shall be deemed received seventy-two (72) hours after it shall have been deposited in the United States Mail, addressed to the party for whom it is intended as follows:

FOR THE ASSOCIATION: The Cedars Condominium Association, Inc., Valley and Acken Roads, Basking Ridge, New Jersey, 07920

FOR THE MANAGING AGENT: Cedars Management Corporation, 1640 Vauxhall Road, Union, New Jersey, 07083

  1. The term "Managing Agent" as used in this Agreement shall include any corporate subsidiaries or affiliates of the Managing Agent who perform services, in, on or about the Condominium arising out of or in connection with this Agreement.
  2. This Agreement may not be transferred or assigned by either party without the written consent of the other.
  3. Upon termination of this Agreement, the parties shall account to one another with respect to all matters outstanding as of the date of termination, and the Association shall furnish to the Managing Agent security satisfactory to the Managing Agent, against any outstanding obligations or liabilities which may have been incurred hereunder.
  4. This Agreement shall constitute the entire understanding between the parties, and no variance or modification thereof shall be valid and enforceable except by a supplemental Agreement in writing, executed and approved in the same manner as this Agreement.

MANAGING AGENT:

CEDARS MANAGEMENT CORPORATION,
By:_____________________

ASSOCIATION:

THE CEDARS CONDOMINIUM ASSOCIATION, INC.,
By:_____________________

This web site contains a copy of the Association's Master Deed and By-Laws. This has been included for easy reference for our unit owners. The Cedars at Basking Ridge Condominium Association and GSID do not warrant or guarantee the accuracy of the document as it appears in the web site and will not be responsible for any errors it may contain.


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