PRIMCO MANAGEMENT INC.
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000 XXXXXXXX XXXXXXXX, Xxxxx 000, XXXXXXXX, X.X 00000. (855) PRIMCO-1.
THIS AGREEMENT made as of the 1st day of May 2011 between New
Visions Group. (hereinafter collectively referred to as the "Owner"),
and Primco Management Inc. having offices at 000 Xxxxxxxx Xxxx, Xxxxx
000,Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Agent").
WITNESSETH
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The parties hereto agree as follows:
hereby accepts appointment, on the terms and conditions hereinafter
provided, as managing agent of the apartment buildings located at
WALNUT VILLAS APTS.
0000 XXXXXXXX XXX. XXXXXXXX, XX 00000
FIRST: (hereinafter referred to as the "Building").
SECOND: The agent shall perform the following services with due
diligence and care:
(a) Cause to be hired, paid and supervised, all persons
necessary to be employed in order to properly maintain and
operate the Building who, in each instance, shall be the Owner's
and not the Agent's employees, and cause to be discharged all
persons unnecessary or undesirable, except that no person shall
be hired or discharged without the prior consent of the Owner.
(b) Cause the Building to be maintained in such condition as
may be deemed advisable by the Owner, including interior and
exterior cleaning, and cause repairs and alterations of the
Building to be made, including, but not limited to, electrical,
plumbing, steam fitting, carpentry, masonry, decorating, and such
other incidental alterations or changes therein as may be
required by the Owner or by law, subject only to the limitations
contained in this agreement. Ordinary repairs or alterations
involving an expenditure of Three thousand five hundred ($3500)
dollars or more for anyone item shall be made only with the prior
approval of the Owner, but emergency repairs, i.e. those
immediately necessary for the preservation or safety of the
Building or for the safety of tenant, or other persons, or
required to avoid the suspension of any necessary service in the
Building, may be made by the Agent irrespective of the cost
thereof, without the prior approval of the Owner.
(c) Recommend, and with the approval of the Owner, cause,
all such acts and things to be done in or about the Building as
shall be necessary or desirable to comply with any and all orders
or violations affecting the Building, placed thereon by any
federal, state, or municipal authority having jurisdiction
thereof, and orders of the New York Board of Fire Underwriters,
the New York Fire Insurance Exchange or other similar body,
except that if failure to comply promptly with any such order or
violation would or might expose the Owner or the Agent to
criminal liability, the Agent may cause such order or violation
to be complied without consultation with the Owner.
(d) Enter into contracts for electricity, gas, steam, water
treatment, rubbish removal, fuel oil, vermin extermination, and
other services or such of them as shall be advisable.
(e) Purchase all supplies which shall be* necessary to
properly maintain and operate the Building, make all such
contracts and purchases in the Owner's name and credit to the
Owner any discounts or commissions obtained for purchases.
(f) Advise the Owner with respect to proper insurance
coverage of the Building, its employees and tenants; if requested
by the Owner, cause to be effected and/or maintained, in such
amounts and through such carriers as the Owner shall designate or
approve, fire, rent, plate glass, boiler, water damage,
liability, directors' and officers' liability, workers'
compensation, employer's liability, disability and any other
insurance the owner may elect to carry; and to cooperate with any
independent insurance broker or consultant that the Owner may
designate or approve and engage for the purpose of effecting
insurance and protecting its interests with respect thereto.
(g) Check all bills received for services, work and supplies
ordered in connection with maintaining and operating the
Building, pay or cause to be paid all such bills, mortgage
interest, mortgage amortization, water charges, sewer rent,
assessments, real estate taxes and corporate franchise and other
taxes assessed against the owner or the Building as and when the
same shall become due and payable/
(h) If requested by the Owner, list and offer for sale,
lease or sublease through its own organization and, if the Owner
shall deem it advisable, through other brokers, space reserved,
acquired or reacquired by the Owner in the Building, including
the preparation and execution of lease and sublease documents
under the supervision of the Owner's attorneys. All fees must be
disclosed to Owner.
(i) If requested by the Owner, accept applications and
references from prospective tenants.
(j) Schedule the moving in and out of tenants, and, to the
extent possible, arrange the dates thereof so that there shall be
a minimum of disturbance to the operation of the Building and of
inconvenience to other tenants.
(k) Xxxx or cause to be billed, tenants for rent charges,
other charges, use its best efforts to collect such rent and
other charges, and, when and if directed by the Owner, serve
notices upon tenants quit and surrender space occupied by them.
Also, when directed by the Owner, and on its behalf, cause
actions to be brought for rent and other charges which may at any
time be or become due to the Owner from any tenant in respect of
space in the Building, cause to be instituted summary proceedings
to recover possession thereof and, with the consent of the
Owner's attorneys, employ and pay special counsel, if necessary,
for any such purposes.
(l) Consider and, when reasonable, attend to complaints of
tenants. If the Agent shall deem any such complaint unreasonable,
it shall advise the Owner of the complaint and the reason for its
opinion that the complaint is unreasonable.
(m) Cause to be prepared and filed the necessary forms for
unemployment insurance, withholding and social security taxes and
all other tax and other forms relating to employment of building
employees and maintenance and operation of the Building required
by any federal, state or municipal authority.
(n) Render to the Owner, not later than the fifteenth day of
each month, regular monthly statements, supported by invoices and
disbursement vouchers, with remittance of amounts collected
during the previous month less disbursements made on behalf of
and for the account of the Owner and less, also, all such amounts
as in the judgment of the Owner's accountants it may be necessary
or advisable to reserve or withhold to meet obligations due or
which will or may become due thereafter and for which current
income will not or may not be adequate.
(o) Cause to be set up and kept in good order reports,
records and books, consistent with the normal records and books
that are kept by the Agent for its other owners (other than books
of account maintained by the Owner's accountants) for the Owner,
and maintain orderly files containing rent records, insurance
policies, proprietary and other leases and subleases,
correspondence, receipted bills and vouchers, and all other
documents and papers pertaining to the Building or the operation
thereof (all of such documents are hereinafter referred to as the
"Documents"). The Documents shall be and shall at all times
remain the property of the Owner, and the Agent shall upon
request of the Owner make the Documents available to the Owner,
the Owner's officers, accountants, attorneys or other
representatives and shall deliver the Documents to the Owner or
its aforesaid agents on demand from the Owners and within thirty
(30) days of the termination of this agreement.
(p) Promptly investigate and notify the Owner of any
accident of claim for damage which Agent has actual notice of
relating to the ownership, operation, management and maintenance
of the Building, including any damage or destruction thereto and
cooperate with and make such reports as are required by the
Owner's insurers in connection therewith.
(q) Generally, do all things reasonably deemed necessary or
desirable the Owner for the proper management of the Building
(a) Prepare a schedule for routine items of Building
maintenance
THIRD: The Owner authorizes the Agent, for the Owner's account and on
its behalf, to perform any act or do anything reasonably necessary or
desirable in order to carry out the Agent's agreements contained in
Article SECOND hereof, and everything done by the Agent under the
provisions of Article SECOND shall be done as agent of the Owner, and
all obligations or expenses incurred there under (for which the Agent
is not compensated as provided in Article SIXTH hereof) shall be at the
expense of the Owner subject to the specific limitations set forth
herein.
Any payments made by the Agent hereunder shall be made out
of such funds as the Agent may from time to time hold for the account
of the Owner or as may be provided by the Owner. The Agent shall not be
obliged to make any advance to or for the account of the Owner or to
pay any amount except out of funds held or provided as aforesaid, nor
shall the Agent be obliged to incur any extraordinary liability or
obligation unless the Owner shall furnish the Agent with the necessary
funds for the discharge thereof.
FOURTH: All funds collected by the Agent for the account of the Owner
will be deposited in a bank or trust company in the City of New York in
a special account or accounts of the Owner and will not be co-mingled
with other funds of the Agent. Such funds will be used only for
Building operations.
FIFTH: The Agent shall not be liable to the Owner for any loss or
damage not caused by the Agent's own misconduct, negligence or failure
to comply with its obligations hereunder. The Owner will indemnify the
Agent against and hold the Agent harmless from (a) any liability,
damages, costs and expenses (including reasonable attorneys' fees)
sustained or incurred for injury to any person or property in, about or
in connection with the Building, from any cause whatsoever, unless such
injury shall be caused by the Agent's own misconduct, negligence or
failure to comply with its obligations hereunder, and (b) any
liability, damages, penalties, costs and expenses, statutory or
otherwise, for all acts properly performed by the Agent pursuant to the
instructions of the Owner; provided, in each of the foregoing
instances, that the Agent promptly advises the Owner of its receipt of
information concerning any such injury and the amount of any such
liability, damages, penalties, costs and expenses. The Owner will carry
liability insurance (with limits acceptable to the Agent in its
reasonable judgment), workers' compensation and employer's liability
insurance, will include the Agent as a party insured under the
liability policy and will deliver a copy of such liability policy to
the Agent or a certificate evidencing the same. The Agent hereby
indemnifies the Owner (and all directors and officers of the Owner) and
holds Owner and such officers and directors harmless from and against
any and all liability, damages, costs and expenses, statutory or
otherwise (including reasonable attorneys' fees), sustained or incurred
as a result of Agent's misconduct, negligence, wrongdoing or failure to
comply with Agent's obligations under this agreement or under law.
SIX: The Owner shall pay the Agent 5% of whatever is collected as
full compensation for services rendered hereunder. Out-of-pocket
expenses incurred at the request of Owner, including the cost of
postage and photocopying for mass mailings to all shareholders made at
the request of Owner.
SEVENTH: The selection of a Property Manager assigned to the Building
shall be subject to the approval of Owner, which approval shall not be
unreasonably withheld. The Property Manager assigned to manage the
building shall be an employee of the Agent. Agent shall pay the salary
of such Property Manager. Agent shall abide by the highest standards of
ethics in the performance of its obligations hereunder. The term of the
contract shall be for 5 (FIVE) years with automatic renewal,
termination shall be with 30 Day written notice.
EIGHTH: This agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York.
NINTH: All prior understandings and agreements between the parties
relative hereto are superseded by this agreement, which is the entire
and only agreement between the parties as to the subject matter hereof.
This agreement cannot be altered, modified, amended, changed or
canceled or any provisions waived or abrogated, except by a writing
executed by both of the parties, and except further this agreement may
be canceled or terminated in the manner provided elsewhere herein.
TENTH: All notices desired or required to be given by the parties
hereunder shall be deemed to have been properly given and shall be
effective when sent by U.S. registered or certified mail, return
receipt requested, or by overnight delivery or by hand delivery,
addressed to the party at the address set forth above. Either party may
give the other party notice of a substitute address for service.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written.
Agent:
PRIMCO MANAGEMENT INC.
By: /s/Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
Treasurer
Owner:
New Visions Group
By: /s/Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
President
