SERVICES AGREEMENT
Exhibit 10.22
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2010, by and between STAG MANAGER III, LLC, a Delaware limited liability company having a principal place of business at 00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (herein called “Manager”), and STAG INDUSTRIAL MANAGEMENT, LLC, a Delaware limited liability company having a principal place of business at 00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (herein called “STAG”).
W I T N E S S E T H
WHEREAS, the Manager serves as manager of STAG Investments III, LLC, a Delaware limited liability company (the “Fund”), which Fund was formed in accordance with the terms of a certain Limited Liability Company Agreement dated as of June 1, 2007 (the “Operating Agreement”);
WHEREAS, the Fund owns three industrial properties more particularly described in Exhibit A attached hereto and made a part hereof (individually, a “Property” and collectively, the “Properties”);
WHEREAS, the purpose of the Manager is to provide asset and property management, marketing and leasing, contracting and subcontracting, and other similar real estate services for the Properties and, in accordance with the terms of the Operating Agreement, the Manager may enter into contracts for the provision of these real estate services;
WHEREAS, STAG’s business is and its employees focus on, among other things, providing asset and property management services, including contracting and subcontracting as necessary, managing tenant matters, supervising real property assets and providing bookkeeping and accounting services in connection with such properties;
WHEREAS, Manager has requested that STAG assist Manager in implementing its purpose by performing the Asset Management Services and Administrative Management Services (each as hereinafter defined) on behalf of Manager and STAG has agreed to provide such services, in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the foregoing recitals and mutual obligations of the parties contained herein, the parties agree as follows:
1. Appointment of STAG. Manager hereby designates and appoints STAG to provide and perform the Asset Management Services and Administrative Management Services for each Property. STAG hereby accepts such designation and appointment, which designation and acceptance are subject to the terms and conditions contained in this Agreement.
2. Term. The term of this Agreement shall be for a term of not more than five (5) years, commencing on the date hereof and expiring on , 2015; provided, however, this Agreement shall terminate automatically if the Fund sells all of its Properties and liquidates its assets prior to the expiration of the term. Further, the services provided hereunder shall terminate automatically with respect to any one or more Properties that may be sold by the Fund prior to the expiration or sooner termination of this Agreement. In any event, either Manager or
STAG may terminate this Agreement at any time with thirty (30) days prior written notice without cause and immediately upon written notice by cause.
3. Responsibilities and Duties of STAG. With respect to the Properties, STAG agrees to: (a) manage the assets, including, without limitation, preparing budgets, collecting rents, tracking overdue payments, ensuring the payment and/or performance of any landlord obligations under the leases for the Properties; (b) draft and negotiate lease extensions, modifications or amendments, as necessary or appropriate; (c) market vacant properties and draft and negotiate new leases for the same; (d) provide general oversight of any risk management issues related to the Property; (e) conduct inspections of the physical condition of the Property and make any necessary improvements or repairs required by the leases; (f) provide any and all bookkeeping and accounting services necessary to administer the leases and to address any and all requirements under any loans secured by the Properties; and (g) perform each of these services in a manner consistent with STAG’s past practices (collectively, the “Asset Management Services”). With respect to the members of the Fund, STAG agrees to: (a) provide copies of all public filings related to the Fund’s investment in STAG Industrial, Inc., and (b) provide administrative support to the members of the Fund including any and all bookkeeping data related to tracking the Fund’s investments (collectively, the “Administrative Management Services”). With respect to the bookkeeping and accounting services under this section, STAG will report accounting data on an entirely separate set of books from its own books, and will provide summaries of all purchases, revenues and other accounting data. STAG will provide all accounting functions including, but not limited to, the preparation of such reports as the Fund’s lender may reasonably request, using such method of accounting as currently used by STAG.
4. Compensation Payable to STAG by Manager. In consideration for the Asset Management Services, Manager will pay STAG an annual fee of $30,000 for each Property, payable quarterly in advance. In consideration of the Administrative Management Services, Manager will pay STAG an annual fee of $20,000, payable quarterly in advance.
5. Assignment. Except with respect to assignments to affiliates, which is expressly permitted upon written notice, neither party shall have the right to assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
6. No Joint Venture/Independent Contractor. Nothing herein contained shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto. In the performance of its obligations hereunder, each party shall be an independent contractor with regard to the other.
7. Notices. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered at 10:00 am. on the third business day after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties hereto at the respective addresses set forth in the preamble of this Agreement or at such other addresses as they may have theretofore specified written notice delivered in accordance with this paragraph.
8. Terms Binding. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
9. Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
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STAG MANAGER III, LLC |
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STAG INDUSTRIAL MANAGEMENT, LLC |
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